Doctor Whooves: Shadow Of A Ghost
by Scyphi
Summary: After Rainbow Dash has a mysterious object plow through her house, she finds the stallion inside isn't like anypony she's met before...please R&R!
1. The Awakening

**Now let's see here...how does one upload stories on here again...? Ah yes...there we go...**

**Presenting the start of a new Doctor Whooves fanfic, a sort of a reboot from my previous one, now going up for your reading pleasure. So...take pleasure in reading this...I guess..._Man_, I'm out of practice at this...:P**

**Anyway...enjoy. :)**

* * *

Rainbow Dash wasn't ever one to have much in the way of dreams. Usually she either slept too deeply to have them, or couldn't remember them by the time she awoke again. Even what dreams she _did_ have usually weren't anything to write home about, as the saying went. Most of her dreams, in fact, were just about her flying around and seeing she did that regularly during the day, she didn't see them as anything special. This dream was different, though. It had started out as your usual flying dream, but after the full-grown dragon appeared and started to chase Rainbow's dream self, the dream then turned into an action tale that was part chase, part race, and part game of cat and mouse. Twice in the dream the dragon nearly caught her.

It was all very awesome.

But the dream was doomed to have a cliffhanger as Rainbow suddenly jolted awake. Blearily, she glanced around her dark bedroom, not quite aware of what was going on. She was about to lay her tired head back down on her pillow when she noticed a picture she kept on her bedside table had fallen over. She gave it a blank look for a few moments then rolled over to examine the rest of her room, seeing it had several items that had been knocked out of place too.

Rainbow sat up, blinking sleep from her eyes as she worked to remember what had woken her up. Dimly, she started to recall a loud bang of some sort sounding somewhere in Rainbow's general area, probably outside. Whatever it was, it had been big and loud enough to briefly shake Rainbow's whole house. This wasn't that unusual seeing it was a cloud house; it was light enough that a whole number of things could affect it, and because it wasn't mounted to anything like a cloud city, it was at the total mercy of storm clouds too (which was why storm clouds were kept well away from Ponyville's pegasi houses, so long as the owners of said homes made sure the ground under them remained cared for through other means).

Thus Rainbow deduced that the bang was probably just some stray thundercloud that had gotten away from somepony and wasn't going to worry about it until morning. She started to go back to sleep, hoping it might not be too late to resume her epic dream. But she was quickly interrupted again when another bang, somewhat softer this time but longer lasting, echoed out and again rattling her home. It definitely did not sound like thunder.

Rainbow wasn't happy about it either way. "Oh c'mon!" she hollered, throwing off her covers and left her room at a reluctant trot to go investigate the racket.

She navigated her sparsely furnished house in silence, having to squint in the darkness. She thought about what could have made the noise, but arrived at no immediate explanation. She also noticed it had stopped and she had yet to hear it again. She hoped that this meant she could go back to bed, and, suddenly wondering what time it was, she glanced at a clock that hung in her living room. Nearly midnight. _Waaay_ too late to be up and about looking for mysterious noises anyway.

But then the noise sounded once again, sounding closer and this time didn't fade away entirely. Instead, it dropped down to a dull whisper, barely audible, but it was there nonetheless. Rainbow couldn't make much out of it, but it definitely wasn't any sound she had heard a cloud make. As such, she starting to suspect it was pony-made.

"Whatever pony is making that noise is going to get a hoof to the snout, or so help me Celestia…" Rainbow grumbled under her breath as she went down a long hallway that ran through the middle of her house, ending with a patio door leading outside.

Pushing open the door and strolling out onto the adjoining balcony made out of shaped clouds, the blue pony glanced around at the night-shrouded pegasi neighborhood she lived in, searching for the source of the noise. She wasn't finding it, but she took some pleasure in noting that she apparently wasn't the only pony who had been disturbed by the odd noise. Rainbow saw the lights switch on in her neighbor Flitter's home, and more lights were coming on in the other houses with ponies visibly moving about in them. No doubt they were all searching for the source of the noise as well.

Rainbow strained her ears trying to pinpoint it, swiveling them around as she moved her head. There hadn't been another bang, but the dim whisper noise had persisted and was slowly getting louder. She frowned at the noise, realizing she had never heard anything quite like it before. She worked to analyze it in her head, attempting to explain it.

_Whirr…whirr…whirr…_

She ultimately failed, and now she started to grow curious. What _was_ making that noise? She looked left, seeing nothing but Equestrian fields stretching on to the mountains on the horizon. She looked right, seeing nothing but the familiar houses of fellow Ponyville pegasi. Looking straight ahead, she saw nothing but the distant mountain on which Canterlot was perched, too far away to be the source of the noise. She knew it wasn't coming from behind her, and a glance downward revealed nothing but the usual fields the whole cloud neighborhood hung over.

So finally, she looked up, and there it was.

At present, it was a mere speck way up in the sky, nearly lost from sight against the inky darkness of the night sky. Rainbow wouldn't have been able to spy it at all if it wasn't for the fact that a star seemed to be closely following it. She realized that whatever it was, it was producing light of its own, and it didn't seem to be the right shape to be some pegasus and his or her carriage. Maybe some kind of airship then? But Rainbow had been around plenty of airships of all types when she lived in Cloudsdale, and none of them had sounded like that. Maybe it was some new kind she had never encountered before?

She was in the middle of pondering the neat possibility of it being some kind of new and top secret prototype airship being developed by the Equestrian military when she realized something else about the mysterious object. It was getting closer. Mentally, she plotted a course for the object. If it stuck to its current flight pattern, which was a big if because it was starting to fly somewhat erratically, it was going to shoot right over her house. But it was going to do so rather dangerously close, and that still didn't explain what it was. Whatever it was, the haunting sound it was making was getting louder still as it got closer.

_Whirr…whirr…whirr…_

Rainbow listened to it for a few seconds. She still could not identify the noise, and now that it was getting closer and clearer, it sounded that much more…unearthly.

_Whirr…Whir—prr—prr—prr…_

The sound suddenly started to stutter, and then with a sudden flare of its light source, the object started to drop straight down. Alarmed, Rainbow almost jumped to the air with the vague idea of saving it, but the object suddenly righted itself and started to resume something along the lines of normal flight for it, just at a much lower altitude.

It was also now heading right for her.

Eyes going wide, Rainbow started to back up, but once it was clear the object was going to slam right into her balcony, she turned and galloped back into her house. Pausing only long enough to close the patio door behind her, panicky thinking that would somehow stop the object, Rainbow raced back down the hallway of her home, suddenly and consciously aware of how _very_ long and straight it actually was. She was just about to take flight to speed up when she heard an almighty crash as the object smashed through the mostly-glass patio door, followed by rapid whooshing as it disturbed the cloud walls of the hallway and continued to speed towards her. She barely had time enough to acknowledge this before the object slammed into her from behind, its momentum pinning her flat against the horizontal surface of the object.

She tried to peel herself off, but it was going too fast. She couldn't move out of the spread-eagle position she was trapped in, and could only watch helplessly as she and the object sped towards the end of the hallway where a wall of cloud greeted her. It only being cloud, it burst apart on impact, and the object continued flying back out into the night, surging out of the cloud house and out towards Ponyville itself with its unplanned passenger still pinned to it. Rainbow was helpless to get off the object herself, but relief of a sort finally came when the object started to sputter again and abruptly started to spin, the face that had been pointing forward suddenly moving to face behind itself.

Thanks to inertia, Rainbow spun off the object at the same time, and went into an immediate spin as she started to fall, greatly disoriented, towards ground. She quickly flung out her wings to try and regain stability, momentarily getting her first good glance at the object itself as it continued flying on, still spinning, without her. The wing maneuver proved to be too little too late, though, and Rainbow soon found herself plowing snout first into a row of bushes that ran along the road connecting the pegasi neighborhood with Ponyville.

Groaning, but not seriously hurt, Rainbow pulled her head free from the bush in time to see the object, now distant again, vanish within the Ponyville skyline. She stared after it, trying to compute exactly what had just happened. She was like that for a few moments, before her musing was suddenly interrupted as another pegasus pony landed beside the bush.

"Rainbow Dash!" Rainbow's neighbor, Flitter, exclaimed with worry, helping the rainbow-maned mare out of the bush. "I saw that _thing_ slam into your house, and then you dive-bombing here! Are you all right?"

Rainbow shook her body and popped her back before answering. "Yeah, I'm okay," she responded. Inwardly, she was surprised she had gotten out of that unscathed, but outwardly she pretended like she had planned that because she was just that _awesome_.

Flitter didn't seem to notice, though. "What _happened_?" the mare asked, hovering by Rainbow's side still, just in case. "I woke up when I heard this loud bang, and came outside to investigate in time to see…see…" she blew a raspberry in frustration, in able to find words to describe it. "What _was_ that thing?"

Rainbow gazed back in the direction the object had gone. When she answered, she did so becoming increasingly aware that with each word she said, the stranger it sounded. "It looked like a…flying…blue…_box_."

* * *

_The Doctor_

_Rainbow Dash_

_and_

_Spike_

_in_

**DOCTOR WHOOVES**

**Shadow of a Ghost**


	2. The Box

There were probably a number of better things Rainbow Dash could've done at that point.

One that crossed her mind was to notify the authorities about the damage to her house and the rogue flying box that had caused it. It being Ponyville, the authorities would _at least_ look into it.

Another seemed more appealing, which was going back to bed and wait until morning after some more sleep to sort this mess out.

But Rainbow chose none of those, and instead chose the option that made all the difference.

"Let's follow it!" she exclaimed to Flitter, and started to fly off in the direction the object had gone.

"Whoa, whoa, whoa, hold on!" Flitter exclaimed back, caught off guard by Rainbow's sudden jump into action and hurried to fly after her. "You sure that's a good idea? That thing just smashed through your house!"

"And it might just do it again to somepony else's unless we stop it!" Rainbow concluded, determined.

"But why _us_?" Flitter wined as they flew into Ponyville officially. "Why can't we call, like, the cops or somepony else more qualified to do it?"

"Nah!" Rainbow said, dismissing the idea. "I can fly faster than them anyway. This way's better."

"…I'm starting to think you hit your head harder than you think…" Flitter muttered under her breath, not _quite_ quietly enough for Rainbow not to hear.

Rainbow was going to comment on that when something caught her eye. "Look, there it is again!" she exclaimed, coming to a mid-air halt. Flitter didn't stop quite in time and slammed into the back of her. Annoyed, Rainbow shot her a glare, then grabbed her and faced her in the right direction to see, pointing at the object with one hoof. "_There_, you see it?"

Sure enough, something noisy, speedy, and blue had risen out from among the dark buildings, starting to soar crazily up into the sky and out of control. The object, whatever it was, got up pretty high, the light on it flickering sporadically, before it started to slow down to the point that, for a split second, it just seemed to hang there in the sky.

Then, without warning, its light suddenly flashed violently in a fury of sparks and the object started to drop like a rock, turning top over bottom as it flipped again and again, trailing smoke.

Flitter gasped, but Rainbow was already moving, ready to take action for the accident she knew was going to ensue. She knew that not even she could fly fast enough to stop the object from hitting ground, so instead she watched it closely to see where it hit ground hard enough that a boom could be heard, followed by a plume of smoke. Only Rainbow saw that it didn't hit ground, but rather a building.

Twilight's library.

Alarmed for the safety of Ponyville's newest inhabitant and librarian, Rainbow redoubled her pace as she flew towards the plume of smoke. Flitter at first protested the sudden increase in pace, struggling to keep up, but once she realized the location they were heading for, she fell quiet and continued following the blue mare ahead of her, aware of the need for alarm. Rainbow silently thanked her for it; the speedy pegasus hadn't known Twilight all that terribly long, only a few months at best, and they didn't see eye to eye on everything either, but after putting their lives on the line to stop Nightmare Moon earlier that same year, there was no denying they were friends. Rainbow wouldn't want to see anything bad happen to the purple unicorn.

Arriving at the dark library, the two pegasi quickly surveyed the situation. It was clear that the object had struck the tree library's canopy, cutting right through it until it struck a branch or the tree itself. It was hard to tell for certain, because a column of smoke currently rose from the gap in the leaves it had left, periodically illuminated by brief flashes of light from within. Rainbow ignored this, though, and went straight for the library's front door, pounding her hoof on it the moment she had landed.

"Twilight!" she called. "Twilight, open the door!"

When there was no immediate response, Rainbow tried to open the door herself, but found it was locked. She made a frustrated groan and resumed pounding on the door, trying to rouse the attention of the unicorn presumed to be inside.

"I'm going to fly up and check how bad the damage is," Flitter volunteered suddenly, flying up towards the tree's canopy.

"Right," Rainbow answered distractedly, and began looking for either another way into the library, or another way to try and get the attention of the inhabitants within. Eventually, she flew up to a small balcony where a patio door looked into Twilight's private study and bedroom. Rainbow then began rapping on it. "Twilight! For the love of Celestia, Twilight, _get up and answer me!_ TWILIGHT! You don't answer me soon I _will_ break down this door! **TWILIGHT**!"

Twilight never answered her calls. Unsure why, and the balcony door locked as well, Rainbow finally gave up trying to get the librarian's attention and turned around, bucking the balcony door hard enough to break the lock and shatter one of its glass panes. Ignoring the damage, Rainbow hurried into the study and bedroom beyond, looking around for any sign of life. Finding it dark, quiet, and otherwise intact, she turned her attention to Twilight's bed, and flapped up to it.

"C'mon Twilight, we need to—" Rainbow began as she yanked back the covers, expecting to find Twilight tucked under them.

But to her surprise, she found the bed empty. Frowning, Rainbow stared at it until she heard a harsh snore from behind her. Turning around, she saw Spike in bed asleep, curled up tightly but cozily in his basket.

Rainbow slapped a hoof to her forehead. "_Seriously_?" she asked herself aloud. "How do you sleep through a heavy object crashing _hard_ onto your roof like this?"

But the baby dragon was a very deep sleeper, for he hadn't even noticed Rainbow's breaking and entering or her attempts to alert everypony inside of the potential danger. So, slightly miffed at the dragon, Rainbow chucked the bed sheets still in her hoof aside and bent down close to Spike's ear.

"**SPIKE**!" she hollered at the top of her lungs into the dragon's ear. If that wouldn't wake him, nothing would at this point.

Fortunately, it did, for the little dragon immediately woke with a yelp, jerking away from the source of the sound before rolling out of his basket, flipping it over on top of him in the process. Sitting up and throwing the basket off of him again, Spike stared at the culprit sitting before him.

"_Rainbow Dash_?" he said, surprised and angry. He rubbed at his eyes with his claws for a moment then looked at the pegasus again to make sure she was truly there. "What was _that_ for? What are you even _doing_ in here?"

"I'm trying to save your scaly butt, but you were too asleep to notice!" Rainbow snapped back. "You _really_ slept through the impact?"

"_What_ impact?" Spike answered, frowning as he looked around the dark room.

Rainbow rubbed at her temples with one hoof in frustration. "Never mind!" she said. "Where's Twilight?"

"Twilight?" Spike repeated, looking back at Rainbow. "At Fluttershy's. She went over there to help with a "pet project" for Fluttershy, and decided to sleepover. She's been real big on that lately ever since she had her first slumber party with Applejack and Rarity about a week or so back." He shook his head, rubbing at his eyes again. "But what are _you_ doing here?" He noticed the broken balcony door suddenly. "Did you _break in?_"

"It was for a good cause!" Rainbow argued, pushing him towards the balcony door. "I didn't know if you were trapped in here or hurt or something!"

"Why would I be hurt?" Spike mumbled as he resisted Rainbow's pushes. "What's going on?"

"A big dang object crashed onto your roof and nearly set the whole place on fire, that's what!" Flitter exclaimed, suddenly appearing at balcony door, back from her flyover.

"Big dang object?" Spike repeated, trying to keep up and failing. "_What_ big dang object?"

Rainbow ignored him and approached Flitter. "Well?" she asked. "How bad is it?"

"Thankfully, not as bad as it could've been," Flitter responded with a relieved sigh. "The object—whatever it is, I'm still not sure—came down hot enough that it scorched the tree a little, but thankfully didn't manage to set it aflame. Most of the smoke seems to just be coming from the object itself now, and even that's starting to fade."

Spike suddenly perked up at the mention of smoke. "Smoke?" he repeated, worried. "What smoke?"

"See for yourself," Flitter said, leading him out onto the balcony before pointing up at the column of smoke that was still rising out from within the library tree's canopy. But like she had already said, it was beginning to fade.

The sight only made Spike panic, though. "Oh _no!_" he moaned, leaning his head back as his eyes followed the trail of smoke up into the sky. "Oh no, oh no, oh no! Twilight's going to _kill_ me!"

"Oh, I doubt that," Flitter quickly assured him, draping a soothing hoof around him.

"She'll just be really, really, really, _really_ disappointed with you," Rainbow concluded. Flitter gave her a look that said she wasn't helping.

Spike barely acknowledged either of their comments as he broke free of Flitter's hoof and hurried to a nearby, almost hidden, spiral staircase that led up into the canopy and out of sight. Rainbow assumed it led to what she had heard Twilight call her "observation balcony," the uppermost balcony standing at the very top of the library, and figured Spike was heading up there to view of the damage from above.

She turned her attention back to Flitter. "So what about the object itself?" she asked. "Figure out anything new about it?"

Flitter hesitated at this. "I…didn't really get close enough to get that good a look at it," she admitted, before giving Rainbow a frown. "As I see it, you can figure that out yourself, seeing you were the one that wanted to catch up with it and all."

Rainbow rolled her eyes, but didn't protest. "Fine," she said, and started to follow Spike up the spiral staircase. Flitter followed too, bringing up the rear.

As Rainbow Dash went, her eyes were turned into the tree as she attempted to put the object in her line of sight. It was difficult, seeing that a great deal of green shrubbery blocked her view, but she managed to determine roughly where it was. About halfway up the stairs, though, the two pegasi met up with Spike. He had unexpectedly stopped halfway, having determined for himself that he was now in line with where the object roughly lay in the tree. He was staring silently past the shrubbery and at the blue object, only partly visible behind it. Conveniently though, this spot happened to have a sizable tree limb running under it, poking on under the staircase. So, vaulting himself over the staircase's railing, the little purple dragon jumped onto the limb and cautiously used it as a bridge to the object, pushing aside the tree's greenery as he went.

Flitter protested this, though. "Whoa wait, do think it's wise to do that?" she asked, reaching a cautious hoof at him.

Spike paused, looking back at her. "You said it hadn't started a fire," he pointed out. "So how could it do anything to harm anypony at this point?"

"Well…I don't know," Flitter admitted. "All I know is that I get…_jitters_ every time I look at it."

"You're not the only one," Rainbow admitted, who had felt the same thing, only for her, it just made her that more determined to figure out what it was.

"I'm saying we should probably keep our distance, just in case," Flitter continued.

"Well fine, you two can stay there," Spike said, having made up his mind. "_I'm_ going to go see what's caused all of this before _I_ get in trouble for it."

And with that, he pushed on. Rainbow hesitated for a brief second, and then jumped over the staircase railing so to follow the dragon.

"Rainbow!" Flitter objected in a harsh whisper.

"I'm not about to let him go alone," Rainbow retorted, and continued on.

She hadn't gone far before she heard the thump of hooves landing on the branch behind her, telling Rainbow that Flitter was following after all. Rainbow grinned to herself, then turned her attention to what lay ahead.

Within moments, the tree's greenery all fell away where the limb met with the tree's trunk, leaving more than enough space to see the source of their troubles that night. Spike was already there, having stopped just ahead of Rainbow, staring in awe at the object. Rainbow stared too, somewhat surprised and shocked herself.

She wasn't sure what she had expected to see, but the object proved to be much more mundane than she had been reckoning. It was merely a tall wooden box, painted with fading blue paint. It was currently pinned securely between two smaller limbs hanging over them, keeping it from falling. It definitely appeared to be artificially made, and though Rainbow couldn't see anything to visually confirm it, she felt like it was very _old_ too. It bore a pair of fixed framed windows on each of its four sides, running along the presumed top of the object. Most of the glass in these windows had shattered at some point in the crash, and it was from those openings that most of the smoke seeped out of the object.

Also on every side of the object, above the windows, was a glowing narrow strip of a sign, bearing white letters on a black background. Because the light that illuminated them was flickering, it was hard for Rainbow to read it, but Spike moved closer and was eventually able to make out the words.

"Police public call box," he read, which meant little to him. He glanced at Rainbow, then at Flitter keeping a safe distance behind the blue pegasus, and saw from their shrugs that they weren't sure what it meant either. Quietly, they all went back to studying the peculiar box.

Rainbow began wondering where it came from, and for that matter, how it could have possibly swooped around in the sky like she had seen it do. She started to wonder again if her original theory of it being some new kind of top secret aircraft might be right after all when she noticed the object appeared to have a door too, for the side facing down towards the spot Spike now stood bore a handle and what could be a tumbler lock. But why this relatively small box that would barely fit one pony would have such a thing, none of them were sure. Rainbow would've thought that it would need more space inside to comfortably carry a passenger.

The only other worthwhile features to note about the box was the small cylindrical light perched at its top, currently strobing slowly, weakly, and flickering like the other lights on the box. Then there was the noise it continued to produce as well, although it was much fainter now, sounding weak and almost sickly.

_Whir—prr—prr—prr…Whir—prr—prr—prr…_

For several long moments, the three just stood there in staggered positions along the tree branch, staring at the object and not sure what to do now that they were there below it. Finally, Rainbow took a few steps down the tree branch, closer to where Spike stood, craning her neck as she looked up at it. She was thinking about trying to fly up so she could see if they could try and shake the box loose from its spot, getting it away from the library before it could cause it any more harm, when the noise it was making abruptly changed.

_Whir—prr—prr—prr…Whir—prr—prr—prr—prreee—prreee—reeEEEEEEEEEEEE_

Startled by the sudden change in pitch of the noise, Flitter panicked. "Get away from it!" she urged, ducking back behind the shelter of the shrubbery she had never fully left.

Rainbow and Spike started to back away as quickly as they dared given their precarious location, Rainbow beginning to spread her wings to take flight should the need arise, but otherwise they both kept their eyes on the box. The squeal it was making persisted for several moments, then with a loud POP that made Flitter yelp, the light atop of the box burst into a shower of sparks and the object immediately went both dark and silent. Another gush of smoke poured out the broken windows, but after that, everything was suddenly and eerily still.

Rainbow held her breath in tense anticipation, fearing what might happen next. Spike, on the other hoof, was just starting to become brave enough to venture back towards the box when something heavy thudded against its door. Spike yelped and quickly backed away to Rainbow's position again. Both froze when they heard something shake and rattle the door, as if struggling to open it.

Rainbow's eyes suddenly widened as she realized what was happening. "Something's inside," she breathed in chilled wonder. "There's something inside that box, trying to get out!"

Flitter gasped again, still mostly hidden behind the green cover of the tree, looking ready to flee at a moment's notice. "Get away from it!" she hissed at Spike and Rainbow again, more urgently this time.

But too scared to run now, the little dragon and blue pegasus mare remained rooted to the spot they stood, staring with wide-eyed fear as the door on the box continued to shake and rattle.


	3. The Stallion

**Presenting the Doctor, fillies and gentlecolts. :)**

* * *

The box opened suddenly and without warning, letting out another cloud of smoke, a small shower of miscellaneous and charred debris, as well as a tangle of what appeared to be cables, the latter of which dropped out of the box about a foot before the cables went taunt and swayed above the branch they all stood upon. Amazingly caught within that tangle of cables, coughing, sputtering, and looking like he had seen better days, was a pony, a stallion judging from the pitch of his voice.

It was hard to get a good look at him with the dim lighting, but he appeared to be an adult earth pony with a tangled, but smooth mane colored a dark bronze—like an antique bronze statue the sort of which seen in the castle gardens in Canterlot. Other visual details about his physique were hidden by the tattered and scorched clothing he wore, which weren't anything too unusual, just a suit jacket, some kind of shirt under it, and a pair of pants, perhaps more. The pants were, granted, not a common thing for ponies to wear, but it wasn't unheard of, so the three onlookers didn't think too much of it, especially Spike, who knew a couple ponies in Canterlot who wore pants regularly. What _was _unusual about the clothing is that it did not seem to quite fit the pony, adding to the pony's struggles as he continued to cough and struggle in the bundle of cords he dangled from.

The others all watched him for a few moments, wondering if the pony could be trusted, but Spike's concern eventually got the better of him before the others. Despite Rainbow silently urging him to stay put and hearing a small gasp from Flitter as she covered her eyes in fear, the little dragon cautiously took a few steps closer.

"Uh," Spike began, addressing the pony, "are you okay?"

The pony held up one hoof in response, motioning to give him a moment as he continued to cough, getting the smoke out of his lungs fully. Once he had, he hung there limp for a few moments, breathing deeply, then started to look around, his eyes squinting in the dim light.

"Dark!" he declared matter-of-factly, seeming a little surprised. "I wasn't expecting it to be dark. Dunno why though, I suppose there _was_ a bit of a fifty-fifty chance of it." He shrugged to himself. "But then I was busy…uh…" he trailed off, suddenly looking puzzled. "Er…oh confound it, I've forgotten what it was! I _told_ myself not to forget it, and _what_ do I go and do? Forget it! Now isn't that _entirely _like me? One of these times, I'm not going to forget…whatever it was that I forgot."

He gazed in the trio's direction, but it was hard to tell if he was actually looking at them, or just had his eyes pointing in that general area.

"Of course, what I was doing…whatever it was…has resulted in me forgetting vital things that I was doing in the past…like whatever it was that I had been doing that I can't remember at the moment. ERRGH! It's going to bother me now! What was it, what was it, what was iiiiiiit?" He looked like he was fuming inwardly for a moment, then he breathed out in a long whoosh of air, like what Twilight would be seen doing when trying to calm herself. "Oh well, hopefully it'll come to me sooner rather than later, maybe even as I'm saying it'll come to me, and _speaking_ of saying, my voice sounds funny." He looked right at the three onlookers again. "Doesn't it? Something seems off about my voice, like there's something wrong with it."

The three exchanged bewildered glances, then back at the stallion, not sure if he was expecting them to actually respond.

"Uh…we wouldn't know," Spike finally answered in the end. "We've…or at least _I've_ never met you before now."

"Oh, well, of _course_ you haven't," the stallion agreed, squirming a little in the cables he was tangled up in. "Still, something seems _seriously _amiss about it, like my voice got completely rebu—OH! OH! OH! THAT's what I forgot! Ha ha!" He jabbed a hoof at them, his eyes narrowed as he grinned victoriously. "_I remembered_," he said slowly and dramatically, but then bounced back to a more light-hearted tone of speaking. "Knew I would. But that explains why I'm acting all wibbly-wobbly! I regenerated! Ha ha!" His smile slowly started to fade again. "But then _why_ did I regenerate? Augh, I can't remember! Well, isn't _that _just like—no wait, I already said all of that."

By this point in time, the three could only stare at the pony, wondering if he had suffered some kind of head injury when he crashed the box in the tree. Even Flitter finally came closer so she could gawk at him better.

Meanwhile, the pony continued talking to himself. "Why _am_ I dangling about five feet over a tree branch anyway?" he asked aloud, and started to try and roll himself over in his cradle of cables, working to see above him. "Last I can recall, I was trying to fly to—" he cut himself short when he managed to succeed in rolling over and saw the still-smoking blue box above him. "Oh!" he exclaimed, grinning as he learned his answer, but like before, that grin quickly faded as realization set in. "Ooohhhhh, that's…that's not good at all. Sorry old girl for…whatever it was that I did that got you in this mess, I'm still trying to remember." He peered into the smoky interior of the box. "Oh dear, definitely seem to have shorted out _something_…if I could just recall what it was that caused all of this…let's see here…I remember I was flying the TARDIS, and then I turned and said to my comp—ohmigosh, did I have a companion with me when I crashed!?"

Spike gasped too, forgetting for a moment that the box couldn't possibly be big enough to fit another pony, and hurried closer so he could try and peer into the box himself. But its interior was still too filled with smoke to really see. Rainbow, also moving closer to help look, thought about flying up to get a better look, but worried the stallion and the cables he was tangled up in would only get in the way. Flitter continued to keep her distance, but she gazed worriedly into the box as well.

"Hello?" the stallion called into the box. "Anybody else in there? Heellllooooo! Olly, olly, oxen free!" He peered around with narrowed eyes, trying to see past all the smoke, making the nest of cables he sat in sway from side to side. "Hmpf, I can't tell, I really can't tell, but seeing I'm dangling like this, then the artificial gravity must be on the fritz, so if there _is_ someone still on board…" he leaned forward, as close as he could get to the box. "EXTRACTOR FANS ON!"

This did nothing, though, except to cause something to short out inside the box, raining sparks back down on the stallion. Spike, despite being immune to harm from the sparks, jumped back with a start. Rainbow pulled him back another pace just to be safe.

"Hmm, the power relays must be burned out…" the stallion remarked aloud, trailing off as he considered the dilemma. "But if there _is_ a companion…no wait. _That's right_, NOW I remember…I was just on my own when this happened! Well, _thank heavens_ for that!" The tension started to uncoil in the three onlookers below him when he said this, but not entirely, especially as the stallion kept talking. "At least…I _think_ that was the case. It's all still a bit fuzzy…plagues and pestilence, this is frustrating. I don't recall being _this _disoriented before." A pause, then, "And since when do I say 'plagues and pestilence?' That's an awfully stupid thing to go and say…aw well, bigger things to worry about I suppose."

He tried to move to a better position to look inside the box, again causing the cables to sway, only to be abruptly interrupted when one of the cables slipped and the stallion's rump suddenly dropped free of the nest, dangling lower than the rest of his body as he hurriedly wrapped his fetlocks around other cables to stop from falling. His tail, previously hidden, now slipped free and dangled freely as the waist of his pants slid down a bit. Rainbow, despite herself, snorted at the sight, and quickly stuffed her hoof into her mouth to keep from laughing. Flitter, having now moved close enough to do so, nudged Rainbow with her elbow for the snort.

The action seemed to have made the pony suddenly aware of his tail, because his attention shifted to trying and turn and look at it, a puzzled expression now worn on his face. "What's that?" he muttered, squinting. "That wasn't there before, was it? Something's _really_ wrong here. I mean, really, _really¸ _wrong." He squirmed around a bit to try and see better what he perceived to be 'wrong,' but only succeeded in making him slip lower in the cables, about to fall out of their tangled weave altogether. "Uh-oh, uh-oh, uh-oh!" he said, quickly moving to stop himself. "No wait, I've got this!" he started to roll over onto his belly again and trying to wrap his fetlocks around the cables. "Just…got…to…why can't I grab these…? Wait, wait, I've almost got it, just a little—AUGH!"

His whole body finally slipped free from the tangled cables and fell five feet to smack belly first into tree branch hanging under him. Startled by the sudden fall, Rainbow and Spike hurried forward to see if he was all right.

"No wait!" Flitter said and quickly grabbed both of them with her forehooves, keeping them back. "We don't know who he is!"

"But he could be hurt!" Spike argued back while Rainbow wordlessly shrugged off Flitter's restraining hoof and approached the stallion. "What if he needs our help?"

But it turned out it wasn't needed, because the stallion quickly stirred. "Oowww," he groaned, but started to push himself up like nothing was injured. He shook his head then lifted it up to come face to face with Rainbow, who was watching him closely, her expression a slight anxious.

The stallion blinked, pulling his head back, but then grinned. "Oh hello miss…" he trailed off, his gaze looking past Rainbow's face and on down the length of her body. "…pony…um…"

Rainbow eyes narrowed, unimpressed. "I'm Rainbow Dash," she offered.

"Well hello, Miss Dash," the stallion greeted, grin returning. "Sorry for all of this, not exactly at the top of my game at the moment. Not _entirely_ sure what the deal is…well, yes I do, and then no I don't…it's complicated—but not to worry! I'll get it sorted out and get out of your hair…" he paused again, regarding Rainbow with a slightly puzzled look. "…er…mane…very colorful mane, in fact…" He shook his head again and finished his original sentence. "…soon enough." He started to rise again.

Rainbow moved to try and help him, but hesitated, not wanting to make herself a nuisance. "Are you sure you're all right?" she asked. "That was a bit of a fall you just had there."

"Oh I'm perfectly fine, thank you," the stallion assured her brightly. "Quite quaint actually. Having just regenerated and all of that, I'm all but invulnerable for the next fifteen hours or so."

Rainbow blinked. "Ooookay," she responded, glancing back at the others.

The stallion sat up, oblivious to Rainbow's puzzlement. "Anyway, all I'm suffering from is disorientation and some fuzzy memory," he explained. "I've faced worse actually, so I'm sure I'll be able to shrug it off soon enough and you _are_ female, right?"

Rainbow's head twisted back around to stare at him for the odd and sudden comment. "What?"

"Rainboooow…" Flitter said slowly, wearing a worried expression as she started to back away again. "Normal stallions don't go _saying_ things like that…"

"Oh no, no, no, no," the stallion quickly assured, trying to stand up, only he looked like he was trying to force himself up onto only two legs. "I don't mean anything like that. It's just I've never met a race quite like yours before, so I wanted to be sure I was right to assume Miss Dash here truly _is_ a miss, because obviously that'd be awkward if she wasn't, and _why is this suddenly so hard?_" He struggled to rear up on two legs, the others watching him with an increasingly puzzled expression, before he finally managed to, teetering slightly, balance on his hind legs, forelegs thrown out to try and stabilize himself. He grinned. "Ah, there we go!"

And then the pants he was wearing slid off his torso, falling down around his hooves in a crumpled heap.

"WHOOP—!" Blushing, he threw his forehooves over his exposed khaki-colored legs suddenly, but in the process overbalanced and fell flat on his face again. "Ow." He pushed his front up off the surface of the tree branch, frowning. "Okay, there is _seriously_ something amiss here, and I want to know _what it is_."

"Uh…" Rainbow began, holding up a hoof to say something, but the stallion cut her short.

"Excuse me for a moment Miss Dash, I need to do a quick check-over, I'll be just a tick," the stallion explained, holding up a hoof to her. "Now, eyes." He put both hooves over his eyes and then removed again, grinning. "Check. Ears…" He moved his hooves to either side of his head, frowning when he didn't immediately find them. Patting searchingly, he moved his hooves upwards until he found them on top of his head, his eyes going wide as he felt them for a moment. "Okay…that's a bit abnormal…uh…gee, this has never happened before…um…well, I'll come back to them. So what's next? Mouth?" He opened his mouth and stuck his hoof on his tongue before pulling a disgusted face at the apparent taste and turned to spit for a few moments. "Check! Nose…" He immediately put one hoof on his nose, going cross-eyed as he went to look at it and blinked in surprise. "Whoa! How did that get way out _there_? And…wait a minute…" he turned his attention to his forehooves, looking back and forth between the two like he was only just now seeing them. His pupils started the shrink. "What the—_where the devil did my fingers go?_"

He looked up at the three watching him, as if hoping for an explanation, but they just stared at him.

"Fingers?" Rainbow repeated, scrunching her snout in puzzlement.

"Do you mean claws?" Spike asked, holding up his own hand as an example.

"But ponies don't have claws," Flitter stated plainly, like this fact should be obvious. She held up her own hoof as an example.

It seemed it wasn't so obvious to the stallion. "Puh…puh…" he repeated, growing more and more shocked. Hurriedly, he started looking his whole body over, from his forehoooves down to the hourglass cutie mark on his flank, growing even more shocked as he took it all in, apparently not what he expected to see. "Buh…huh? How…but…_what?_ I…I…no, no, no…wha…_WHAT?_" He sat there and gaped to himself for a moment, suddenly at a loss for words. "Okay…okay, okay, okay…so apparently I have hooves now. And a snout. And no fingers. And wacky ears. And am by all intents and purposes a pony, or some like equine…_thing_. And a tail, I have a _tail_ now." He looked back at the bronze-colored tail as he flipped it back and forth a few times before grinning. "But I'm actually okay with the tail. Who knew tails could be so much fun? I've been missing out all these years!" He turned serious again. "But anyway…I have _no_ idea how this happened, and that worries me. Because I've heard of regenerations going _horribly_ wrong like this, but never…" he suddenly rose and looked back up at the box above him, absent-mindedly kicking the fallen pants he had been wearing off of his legs. "I need to do a scan of myself, figure out what went wrong, but _of course_, just when I need my TARDIS the most, it's out-of-order…"

"You…_sure_ you're all right?" Rainbow asked again, giving the stallion a baffled look. "You…uh…didn't hit your head too hard or something like that?"

"Nah, it's fine," the stallion dismissed, waving a hoof in Rainbow's direction as he continued to look up at the box and completely missing (or ignoring) Rainbow's tone. After a moment, he regarded his body yet again with a furrowed brow. "Maybe it has something to do with where I am…" he turned to study the others. "Is everyone around here a pony or like animal?"

"Uh…" Rainbow said, blanking out at the question, unsure how to answer that.

"_Animal?_" Flitter repeated in annoyance, taking offence at the stallion's use of the term, and for the first time, started to approach him. "Now listen here, you…"

"Actually, you aren't _really _like ponies at all, now that I think about it," the stallion interrupted, suddenly turning to Flitter and looking her all over, prodding her, poking her, circling her and generally being too close to her, but he seemed too lost in his own train of thought to notice Flitter's discomfort as he worked. "I mean your physical shape is all wrong, the hooves have too much range of motion, the head is slightly too large, the snout _entirely_ too small, to say _nothing_ about the unusual colors—no offence Miss Dash…" Rainbow glanced up at her multi-colored mane and debated whether or not she wanted to take offense anyway. "…the mane is highly stylized, almost anthropomorphic, and the wings—wait, wings? What kind of pony has _wings_? _Feathered_ wings at that?"

"A _pegasus pony_ does, you nitwit!" Flitter suddenly snapped at the stallion.

"Pegasus?" the stallion repeated, looking surprised by the term, but then he suddenly was distracted by something else, pressing his snout into Flitter's as he stared into the mare's panicked eyes. "Wow, what big eyes you have too! _Too _big for a pony…why would you even need such big eyes?"

"All the better to see you with?" Spike offered suddenly.

The stallion laughed and pointed a hoof in the baby dragon's direction. "Ha! Good answer!" he praised, making Spike grin. "But seriously…anatomically you're all wrong for a pony…maybe you're not even related genetically…might just be convergent evolution at play here…what year is it? That could explain _so much_ at the moment…"

"WILL YOU GET AWAY FROM ME?" Flitter exclaimed, grabbing the stallion's hoof as he reached up to poke at her cheek.

The stallion's response was to suddenly belch a ball of some sort of wispy golden stuff into Flitter's face. The unexpected event caused Rainbow and Spike to step back in alarm, and it caused Flitter to have a panic attack, dropping down onto the branch and wrapping her hooves over her face like she had been scalded. The stallion, however, was completely casual about the event.

"Oh, excuse me," he apologized, thumping one hoof on his chest and clearing his throat. "Still have a lot of regeneration energy buzzing around in me. That's perfectly normal at this stage…even with the bizarre results I've gotten from it this time around."

"Regeneration energy?" Rainbow repeated, stepping towards the stallion, suddenly revising her assessment of him. Before, she hadn't thought much of his claims of "regenerating," thinking it was just crazy. But then so was seeing a stallion belch a ball of golden energy. She raised a hoof towards the stallion, about to address him. "Um…" But then she realized she didn't know what to call him. Had he given any of them any sort of name yet?

Meanwhile the stallion had turned his attention to Spike. "And what are you?" he asked, approaching the little dragon and dropping down low so to be on the same eye level. Spike, unlike Flitter, remained calm, regarding the stallion before him with the same curious gaze as the stallion. "You obviously aren't like these two lovely ladies…at least I'm assuming they're lovely…yes, I know that sounds _bad_, but I honestly have no frame of reference for pony beauty at the moment…anyway, _you_, my little reptilian friend, are everything these ponies are _not_…bipedal, scaled, and you have fingers! _Boy_, am I envious at the moment." He ran a hoof through Spike's green spines. "Wait a minute…you couldn't be…" he looked right into Spike's eyes. "What _are_ you?"

"I'm a dragon," Spike responded with a note of pride.

"No!" the stallion exclaimed excitedly. "A _real_ flesh and blood dragon? With the firebreath and everything?"

"Uh…Mr. stallion…sir…" Rainbow attempted to interrupt, approaching the stallion.

"Of course!" Spike answered the stallion, excited, and immediately blew out a ball of emerald flames. It wasn't anything too impressive, especially for Rainbow who had seen bigger fireballs, but it tickled the stallion pink to see it.

"WHOA!" he squealed giddily. "That is _awesome!_ Do it again!"

"Whoa, whoa, whoa!" Rainbow said quickly, intervening before Spike could get firebreath-happy. "Let's not get carried away here!" She turned to Spike. "Don't forget why we're up here in the first place."

"Oh, right," Spike responded, a little sheepishly. "Sorry."

Meanwhile, the stallion had gotten lost in thought again. "Now I wonder how the fire is formed…" he pondered aloud. "Friction? Ignition of some sort of flammable, biological, chemical? And how does it not burn the subject? Good channeling? Thick flesh? Some sort of other protection?" he shook his head. "Dragons, though…never would have thought…well, maybe, but…not something so perfectly like I'd imagine…and ponies with wings…pegasi…did I somehow end up in a fantasy world? Or perhaps—?" He trailed off as he noticed Rainbow was staring at him. "Yes?"

Rainbow didn't respond right away, and instead looked him in the eye. She initially did it so to insure she had his full attention, but was quickly distracted as she continued to gaze into them. She hadn't noticed it before…but they seemed…old…timeworn…like how she felt when she was around Princess Celestia. And they were wise…like they had seen more than Rainbow ever could in a lifetime…perhaps more than anypony ever should. A chill ran down her spine as she realized there could be more to this stallion than she had previously dared to imagine.

She regarded him with a sudden new degree of respect. "Who the hay are you, anyway?" she finally asked.

The stallion grinned. "Just call me the Doctor, Miss Dash."


	4. The Traveler

There was a momentary pause as this statement was given time to sink in before Flitter spoke suddenly, made her presence known again.

"Hold on," she repeated, approaching the supposed 'Doctor,' but being careful to keep her distance in case he tried to violate her personal space again. "'The Doctor?' 'The Doctor' _who_?"

The stallion grinned like it was some sort of in-joke. "Just the Doctor," he said, smoothing his tattered jacket as best as he could with his hooves.

"Okay," Rainbow repeated. "Doctor of _what_, then?"

Here, the stallion hesitated. "Uh, well," he began, and winced. "Well, usually people don't ask me that. I suppose one could debate the details on that, so…take your pick, I guess. I…suppose I never really settled on any _specific_ area of focus, so…"

"So you're not _really_ a doctor of anything, are you?" Flitter asked skeptically.

"Oh, I'm a Doctor all right," the stallion claimed, turning to Flitter. "Just probably not the kind you're used to, Miss…?"

The pegasus mare's narrowed eyes narrowed further still. "It's Flitter."

"Well, Miss Flutter, as I was saying, I'm definitely a doctor, just not your usual kind," the strange stallion said as he pushed past her, back towards the area where his mysterious box hung above them.

"_I'm_ _Flitter,_" Flitter was quick to correct.

The Doctor ignored her and gazed up at his box. It was smoking considerably less now, but still seemed to be in a poor state. "Right, need a plan of action now," he murmured to himself. "Let's see, first I'd like to examine myself _properly_ given this peculiar regeneration I seem to have experienced…" he looked himself over again with an aura of amazement as he said this. "…but I'd need the TARDIS to do that, and she's going to need time to mend before I can be able to conduct that full scan…I suppose I'll need something to preoccupy me in the meantime…mingle more with the locals, then? Might explain a thing or two…" he suddenly belched another ball of golden energy from his mouth, again to the shock and amazement of his three onlookers. "…eh, and my regeneration is still trying to stabilize…ought to try and take it easy for a little while then…" he suddenly turned to the others. "You wouldn't happen to have anything to eat handy, any of you? I'm not entirely sure what you…well…_ponies_ can or cannot have in your diets…but I'm feeling a little peckish nonetheless and _wow_ that sounded weird to say with this new voice. Peckish, peckish, peckish, _peckish_…funny how words can sound totally different with a new voice…"

The others stared at him for a moment, but with varying reactions. Flitter gazed at him with a look of growing distrust, Rainbow gazed at him with an expression of puzzlement, while Spike looked thoughtful, and seemed to be the only one actually considering the Doctor's question.

"Well," the dragon began finally, "We've got some food downstairs in the kitchen, and I guess you could have some of that…"

"Excellent!" the Doctor said, jabbing a hoof at Spike as he approached the little dragon again. "And…sorry, but remind me your name?"

"Spike."

"Well, Mister Spike, could you point me in the direction of said food? In addition to hungry, now I'm also curious to see what sort of foods you ponies actually _eat_. Should be a learning experience either way, so…"

"Well, the branch we're standing on leads to a staircase, and that goes back down to the balcony that heads inside…"

The Doctor looked in the direction Spike pointed in and grinned. "Right then!" he declared, moving to take the lead of the group. "ALLONS-Y!"

He started forward, the others following, but then made an abrupt stop again.

"Wait a minute!" he declared, reflecting back on what he just said. "I've _done_ that one already! ERRGH! Okay, need a new catchphrase, new catchphrase, new catchphrase, _new catchphraaaaaase_…" he proceeded to prance in place impatiently as he pondered his apparently pressing dilemma. "OH! OH! I've got it! You'll love this! GERONI—no, I've done that one as _well!_ AUUUGH!" He fumed to himself for a moment, but then reluctantly relaxed, letting out his breath in a single whoosh of frustration. "Well…I'll figure that out later, so…let's just get a move on."

With a wave of his hoof for the others to follow, he proceeded on towards the staircase, stumbling briefly as he adjusted to walking on all fours before slipping behind the tree's enshrouding shrubbery. The two ponies and dragon stared after him for a few moments, then at each other. Of the three, Spike was the only one grinning.

"He called me _mister_," the dragon stated proudly.

Rainbow couldn't help but smile at this, rubbing the dragon's spines with her hoof. "Yeah, so he did," she stated, then urged him forward. "Now we better catch up with him before he goes and does something _else_ weird."

They hurried after the mysterious stallion and caught up with him just as he arrived back down on the balcony and was heading into Twilight's bedroom. By that point, he had figured out more about his surroundings and seemed quite delighted by what he saw.

"Aw, it's a building!" he cried as he stepped into the bedroom, looking around in an appraising manner as the others joined him. "A building inside a _tree!_ How awesome! And so _homey_ too, I love it!"

"It's just Twilight's bedroom and study," Spike commented aloud, not sure what was so special about it, as used to it as he was now.

"Twilight?" The Doctor turned to look at Spike questioningly. "Who's Twilight? Have I met her? Or him? Still unsure of the gender nuances around here…wherever that is…"

"Her," Spike confirmed for the Doctor, now with little hesitation. "Me and Twilight live here, and you haven't met, 'cuz she's not here tonight."

"And you better be glad she isn't otherwise you'd likely be _swamped_ in questions from her by now," Rainbow added, who could only imagine how the bookish unicorn would react to all of this.

"Well, there's nothing wrong with that," the Doctor said, as he stopped to gaze at a picture sitting on the room's mantelpiece. "I love a good question. Questions are awesome! They're the best way of finding out things, you know."

Flitter snorted at the obviousness of this statement, rolling her eyes.

The Doctor heard. "Just letting everyone know, Miss Flatter. Covering all the bases and all of that, but back to the more important question, I'm assuming the _food_ is down that staircase over there, correct?" he pointed with one hoof at the staircase leading further into the tree.

"Uh, yeah," Spike confirmed, following the stallion's pointing. "Um, down the stairs, across the lobby, and through the door on your right."

"Thank you!" the Doctor said and hurried on down the stairs. "Don't wait up!"

As Rainbow watched him go, Flitter stepped up beside her. "Are we sure we should be letting him have free reign like this?" she asked with a note of worry.

"Oh c'mon," Rainbow stated, who had started to take a liking to the curious stallion. "What harm can he do?"

"Yeah, he seems perfectly capable and logical to me," Spike added, coming to Rainbow's defense.

They suddenly heard a series of thuds echo up the staircase as something heavy tumbled down the latter half of it.

"I'm okay!" the voice of the Doctor called up a moment later. "I just tripped! Not used to walking around on four legs, but I'll adjust! Hopefully!"

"Oh don't give me that," Flitter argued to the other two, ignoring the incident. "Have you two _looked_ at him? I don't think he's entirely…you know…_all there_."

"Oh it's a _library!_" The Doctor was next heard shouting from downstairs. "A library in a tree! How delightfully ironic!"

Flitter gazed knowingly at the others, as if this proved her point.

"Well, I think it's a fair enough point," Rainbow argued back. "Having a library in a tree _is_ kinda ironic, when you think about it."

"But I wonder, how does the tree feel about it?" The Doctor was heard continuing, thinking out loud again. A pause, and then, "Oh good, it's okay with it if you're wondering, I asked it! I speak tree, in case you didn't know! Though I might be a little rusty…trees aren't exactly exciting conversationalists, you know…"

Flitter maintained her gaze, unwavering all throughout this.

Rainbow gritted her teeth for a moment. "All right, so he might be a little…_nuts_," she admitted. "But…in a good way. I…don't know how to explain it, but he seems trustworthy, like he knows what he's doing. I mean, I look at him, and just feel…safe."

"Yeah," Spike agreed. "I'd even go as far to say that he knows more than either of us…wiser than any of us…maybe even _older_ than any of us. I don't think he's any ordinary pony. He's something…more." He turned thoughtful. "He's…aw hay, I don't know how to explain it. But he seems intelligent and…special. Like he's _earned _the right to call himself what he does."

Rainbow nodded in agreement with what Spike said, then thought of something else that she had almost forgot. "And…_think_ about where he came from for a moment," she continued, "In a _flying_ blue box that, in case you forgot…" she pointed upwards with one hoof, letting that speak for itself.

Flitter got it, and gazed at Rainbow for a moment before her eyes went a little wider, suggesting she hadn't stopped to think about this. "Do you mean to suggest that he's—"

She was suddenly interrupted when there was a loud, shattering crash from downstairs. The three looked in the direction of the noise, then, exchanging glances, proceeded to hurry downstairs to investigate. Downstairs, in the kitchen, they found the Doctor rooting through the library's fridge, and seemed to be throwing rejected items haphazardly out onto the floor.

"Aw man," Spike groaned under his breath. "And _I'm_ the one who's going to have to clean that all _up_."

"I told you," Flitter whispered.

Rainbow proceeded to step around the mess. "Uh, Doc…is there a problem?" she asked.

The Doctor jerked in surprise and banged his head on the roof of the fridge. "Ow!" he mumbled as he pulled his head out and looked at Rainbow. "Oh, don't mind me Miss Dash," he explained. "I'm just trying to figure out what foods I like now. It's always a bit of a process of trial and error with new regenerations."

"…Ah," Rainbow stated, who wondered still just what the stallion meant when he said 'regeneration.' "Well, not to sound like I'm complaining, but you're making a bit of a mess."

"Hmm?" the Doctor hummed as he looked back at the room and the mess he had created. "Oh, I suppose I have, haven't I? Hmm, messy Doctor, me, I'll have to keep an eye on that." He proceeded to root through the fridge again, sampling foods at random, but this time making it a point to put it back if he wasn't interested in it. "Anyway, I already think I've got a good idea what I like and don't like, but then again, I have a surprisingly diverse selection to choose from, a lot more diverse than I would've expected…there must be some anatomical differences from your pony digestive systems than the ponies I know of back home…"

"So where _is_ home for you anyway, Doctor?" Spike asked suddenly as he started to clean up the mess.

"Oh well," the Doctor began, pulling out a container of sour cream and licked a dollop of it out of its container with his tongue before returning it to the fridge. Flitter pulled a face. "Just a little place you've probably never heard of called Gallifrey."

"Gallifrey?" Rainbow asked, repeating the unfamiliar word as she watched the Doctor. "Where's that?"

"Good question! It's…complicated. I was actually in the process of trying to…_simplify_ all of that when I wound up here—Well…that's my overarching goal now at least…I'll admit that I had gotten a little distracted just before I wound up here. See, I had stopped off to check out this new power factory that had been built just at the close of the twenty-second century, only I, _naturally_, turned up just in time for everything to go haywire and to find that factory on the verge of going _kaplooie_, so I went to use the TARDIS to try and shunt some of the excess power of the would-be explosion into the Void so to keep the blast from destroying pretty much _everything_ on that continent…only the energy proved to be more than the TARDIS could handle in one go, and the space around the opening into the Void I had made began to destabilize and…" the Doctor suddenly paused while in the middle of tasting a leftover daffodil and daisy sandwich. "Actually…now that I think about it…maybe _that's _how…yeah! Hole into the Void destabilized, force of the blast pushed the TARDIS through that hole, got flung out of my universe and into the Void…yes, _that's it!_ This is whole different universe! _Which_ would explain why my regeneration went all wonky, oh of _course!_ New universe, new rules, new style of regeneration, whole new apparent species of body as a result! _Duh!_" Shaking his head, he resumed going through the food in the fridge. "Honestly, I don't know where my head is right now…"

"Uh…did anyone else catch all of that?" Spike asked, as he carried a stack of foods the Doctor has discarded and returned them to the fridge.

"I…think I might, but…I'm not sure I believe it yet…" Rainbow admitted, and poked the Doctor in the flank to get his attention again.

It worked better than expected. "Whoa!" the Doctor exclaimed, jerking suddenly from the touch and banging his head on the roof of the fridge again. "Watch those ha—_hooves_, Miss Dash!"

"Sorry," Rainbow quickly apologized, a little surprised by the reaction, but shook her head and focused on the bigger matter. "But Doc…are you seriously claiming you're from…well…" Rainbow couldn't bring herself to say it, finding it so implausible it was hard to consider it might be true.

"Oh, if you think that's cool, I haven't even told you about my two hearts yet!" the Doctor said brightly, finally collecting a selection of foods out of the fridge and putting them on the nearby kitchen table.

"Wait…_two_ hearts?"

"Anyway," The Doctor continued, not acknowledging Rainbow's question. "Figured out what pony foods I like. I especially like the oats. And this sandwich." He pointed at the sandwich in question. "What kind of sandwich is this anyway?"

Spike glanced at it as he put other abandoned foodstuffs back in the fridge. "Uh, daffodil and dandelion," he answered. "It's Twilight's favorite."

"Daffodil and dandelion…Really? Well now it's _my _favorite, too," the Doctor declared and helped himself to another bite from it. "Though," he continued as he chewed, "I notice that there were a lot of grains and vegetables and fruits, but not much else in the way of other foods…_oh_ but of course, you're ponies! Your diets obviously _would_ include those foods _only_…which means that's going to apply to me too of course. Heh, I guess that means I'm not getting a hamburger anytime soon."

"Why, what's a hamburger?" Flitter asked, approaching the table and surveying the array of foods the Doctor had gathered.

The Doctor hesitated. "Uh…it might be better if I don't tell you," he said instead. "Easier on your stomach I think, Miss Flinger, ooh, and speaking of which, I _am_ okay calling you 'miss,' and not 'missus,' right? There isn't a _Mister_ Flapper you return to every night or anything like that?"

Flitter blushed a little. "Um, no, it's-its' just me at home," she explained.

"Good to know!" the Doctor said, as he began nibbling on some frozen hayfries. "I just ask to double check, not because I have any interest or anything like that, of course, and probably wouldn't even know if I did. Keep in mind that I have no idea yet on how to judge if a pony is considered pretty or not."

This seemed to touch Flitter the wrong way. "I'm…_told_ I'm pretty," she said a little worriedly, then glanced at Rainbow and Spike for confirmation. "Right?"

The two exchanged glances quickly.

"Oh, of course," Rainbow answered.

"Absolutely!" Spike added.

"No doubts about that at all!"

"You can rest easy, Flitter!"

"You are _very _pretty."

"Well…not as pretty as Rarity, but—" _*whack*_ "—Ow! _Rainbow Dash!_"

"What Spike _means_ is that you're…um…as pretty as you'll ever need to be, Flitter! Perfect just the way you are!"

"Uh…yeah, what Rainbow said!"

"How do you eat these with hooves, anyway?" The Doctor suddenly asked, trying to grab an apple, only to have it roll away from him every time he touched it with his hoof. He attempted to pin it between his two forehooves only to have it pop out from between them and roll further away. He gave up. "Bah! Apples are rubbish, anyway." He started sorting through the other foods he collected to eat. He paused at a bucket he had pulled out and peered inside it briefly. "Oh, that's right!" he said, remembering why he had pulled it out in the first place. "I wanted to ask—why is there a bucket of gemstones in the fridge anyway?"

Spike was at the bucket in an instant. "Hey, those are mine!" he said, taking the bucket from the stallion and protectively clutching it close to his front.

The Doctor pulled a puzzled expression. "Really?" he asked. "Why keep them in the fridge, then? I mean, granted, it'd be the last place for a thief to look for them, but _still_…"

"I keep them there, because _these_ gems taste better cold," Spike explained, pulling out one of the gems and nibbling on it.

This apparently intrigued the Doctor, because he was suddenly in front of Spike, watching the dragon chew on the gem excitedly. "Oh no way, you _eat _them?" he cried in amazement. "That's astounding! You must have _really_ good teeth! Ooh, and one heck of a stomach, too! Question; how well does your body process them? Are the gems broken down entirely, or are there still little bits leftover in the remaining—"

"Okay, subject change!" Spike interrupted, pulling a disgusted face as he realized where the question was heading. "That's not something I particularly care to discuss, _thank you_."

"Oh! Sorry!" the Doctor apologized, putting a hoof over his mouth. "Got a little too excited there. Sorry, it's just this new regeneration seems overly eager to learn new things, and doesn't want to stop and think about whether or not I'm crossing a social line, so…"

"Oh that is IT!" Flitter suddenly snapped, looking angry. She pressed her snout into the Doctor's. "I've had enough of your senseless babbling! I've been trying to make sense of you, figure out what you're _really_ going on about, to no avail! _Well no more!_ I want ANSWERS, and I want _straight ones!_"

"Flitter!" Rainbow objected, moving to pull her back. "Get off his back! You're being rude!"

"No, no, that's all right, Miss Dash," the Doctor assured the blue pegasus, unfazed by Flitter's outburst. "If Miss Fatter wants some answers, I'll certainly oblige."

"_Flitter! IT'S FLITTER!_" Flitter corrected angrily. "Which is more than I can say about _you_! Who _are_ you?"

"I told you, I'm the Doctor."

"_That doesn't mean ANYTHING to me!_"

"It usually doesn't to people meeting me for the first time."

"Then explain it to me! Because I'm starting to suspect you're just playing with us! Trying to mess with our heads, catch us being gullible for your own twisted enjoyment!"

"I assure you, that is not the case."

"Then _prove it!_ Give use some _real_ answers! Like, _where are you from?_"

"I already told you that too."

"No you didn't! You just gave us some made-up name and shirked the question!"

The Doctor, for the first time, turned a little stern. "Nothing about Gallifrey is made-up," he said firmly, but continued to be eerily calm.

"_I don't believe you_," Flitter stated plainly, continuing to press her face into the stallion's. "I think this is all just a _trick_, some _elaborate TRICK_ some mean pony's playing on us, and you're in on it! So who put you up to it? Was it Pinkie? Oh sweet Celestia, it _was,_ wasn't it? You're probably just some loner of a stallion from Ponyville she's roped in for a prank gone too far, _aren't you_?"

"I'm not from Ponyville," the Doctor replied calmly. "I'm from a place much further away than that."

"Hoofington, then?"

"Further."

"Canterlot?"

"Further."

Flitter hesitated a moment. "Manehatten?"

The Doctor, however, did not. "Further."

Flitter was starting to lose her drive, her ears drooping a little. "Saddle Arabia?" she asked, her previous firm tone now gone.

The Doctor continued to keep his cool, looking more serious than ever before. "Further."

Flitter pulled back from the stallion now, starting to turn a little pale. "The…moon?" the pegasus asked hopefully.

The Doctor leaned forward to keep their snouts pressed together. "_Further_," he said with emphasis. "Further than I'm guessing you can even _imagine_."

A chilling moment of silence fell as everyone stared at the Doctor, realizing he was being _very_ serious.

"Who are you, Doctor?" Rainbow finally asked in a whisper. "Really?"

The Doctor glanced in her direction. "I'm something of a traveler, Miss Dash," he explained. He jabbed his head at the window. "You see those stars in that sky? To you they're just specks of light. But not to me. I've seen them, or ones just like them. They are big balls of gas and fire millions of miles wide that burn for _billions_ of years until one day when they simply _wink out_, and spinning around them, going round and round at speeds you cannot _begin_ to comprehend, are planets, like this one, lost little orbs that are mere grains of sand in the massiveness of your universe and living on those little specks of _dust_ are populaces of beings of potentially _any_ array; furry, scaly, skinny, fat, kind, vicious, warriors, peacemakers…and right now there's likely one sitting in her own kitchen, looking out her own window at her own night sky, and is looking at _your_ star, _right now_, wondering if you are _anything_ like her." The Doctor leaned back in his seat. "And I could leave _right now_ and visit her, _in person_, and tell her the answer before she could _blink_. Because that is the sort of thing I do. All of you sit and wonder what's out there. _I_ go out and _find out_, because I'm _past _the stage of sitting and wondering. _Above_ it, even. I go out and _show_ those people that they are _not_ alone. And then fight for them when they are wronged. Protect them when they are threatened. Comfort them when they are scared." He gazed at the others for a moment. "_That_ is who I am. I am the Doctor."

Another long moment of silence fell. Flitter gulped as the massiveness of what the Doctor described started to sink in, her eyes wide. Spike's jaw was currently hanging open in silent shock, a half-eaten gem part way to it, forgotten. Rainbow just stared at the Doctor as something she had been inwardly denying since the beginning, when that crazy blue box fell from the sky and started all of this, something she had been trying to explain away with other, more likely and common explanations that were now simply not going to hide the matter any longer became clear.

"Doc," she began, speaking slowly and deliberately, "Your Gallifrey is one of those other worlds…isn't it?"

The Doctor could have replied in a whole number of ways to confirm the _real_ question Rainbow was asking. But the answer he gave was the simplest and most straightforward.

"Yes."

Flitter suddenly made a squeak and hurried out of the room. Rainbow glanced briefly in her direction, but didn't want to leave the Doctor. She now had hundreds of more questions she wanted to ask, all of them pressing to come out, and this strange mysterious stallion that had walked out of a bizarre box and talked about regenerations and other universes and space travel was the only one who could give the answers she craved.

The Doctor seemed to know this, and after meeting Rainbow's gaze, nodded his head in Flitter's direction. "Go on, Miss Dash," he urged. He grinned. "I'm not going anywhere just yet."

Rainbow grinned back, then nodded, hurrying after Flitter. This just left Spike, who the Doctor turned his attention to next. The little dragon had barely moved, still working past his shock of what the Doctor had told them, but now a large and silly grin started to spread onto his face.

"You're an _alien_," he breathed aloud.

The Doctor mimicked the dragon's grin. "Oh yes," he assured.


	5. The Shadows

Rainbow found Flitter back in the library's lobby, wings clenched tightly to her sides, her forehooves wrapped around herself, shivering, and nervously rubbing her shoulders in something of a panic. Worried, Rainbow approached her.

"Flitter, are you all right?" she asked.

"No!" Flitter declared, her eyes wide and her pupils small. "No, I'm not all right! How can I _possibly_ be all right after hearing…hearing…_that?!_"

"Well, you asked!" Rainbow pointed out. "You're the one that wanted to know more about him!"

"_Yes, but I didn't think_…" Flitter began rapidly, but quickly trailed off again. "I mean…I had thought…really, I just…I…I don't think I can…" She shuddered and gave up trying to say it. It was clear she wasn't taking it well. "How are _you_ staying so calm?"

Rainbow shrugged. "I don't know, I just am," she replied.

"_But how?_" Flitter asked again. "Rainbow, that stallion pretty much just claimed he's an _alien!_"

"Yeah," Rainbow confirmed, and then shrugged again. "So?"

"_So?_ YOU JUST DON'T MEET ALIENS IN NORMAL LIFE, RAINBOW!"

"I know."

"And you're just _okay_ with that?"

"Well…" Rainbow thought about it for a moment. "…yeah."

Flitter just stared incredulously at the other pegasus.

"Well, looking back, it's not like it wasn't already obvious!" Rainbow argued. "I mean, think about it! A weird box we've never seen the likes of before comes flying in and drops right out of the sky, and then the Doc climbs out and makes all of these claims about things like regeneration and planets and extractor fans and voids and talking to trees, to say _nothing_ about his total lack of knowledge about pony society! When you think about it, how does all of that _not_ spell alien? Because who the hay _else_ would all of that even _apply_ to?"

Flitter just stared harder at Rainbow. So Rainbow stared back.

"I think we _all_ suspected it from the beginning," she concluded. "We just didn't want to admit it."

Flitter frowned. "Maybe," she confessed. "But there might be a good reason for that, _don't you think?_"

"Well, at least he seems to be one of the _good_ kind of aliens," Rainbow pointed out. "Really, he seems like he's safe to be around. I mean, other than messing up Twilight's library, he hasn't really done anything wrong, right? And he hasn't harmed anypony either, so…" she shrugged. "Yeah, I guess I am okay with him being around." She folded her hooves and looked sternly at Flitter. "You got a problem with that?"

Flitter narrowed her own eyes back at Rainbow. "Like _hay_ I do!" she snapped, but then turned away and walked off. "But I can see you aren't going to listen to me, so I'll just leave you to it, _whatever_ the consequences of _that_ might be."

"And where are _you_ going?" Rainbow asked.

"Rainbow, it's late, I'm tired, and I just can't handle any more of this…this…_craziness_ tonight!" Flitter replied, stopping at the library's front door. "I just want to go home, crawl into bed, and forget any of this happened." Her face turned a little distressed. "I'm just…not prepared for this."

Rainbow's expression softened a little. "Okay," she said, nodding in understanding. "Go on and go then. Me and Spike will handle it from here, I guess."

Flitter nodded. "Okay," she said, and proceeded to jerk on the door a few times to open it, but it wouldn't budge. Finally, remembering it had been locked for the night, she unlocked it, opened it, and after giving Rainbow one parting glance, quietly left.

Once outside, she stared at the door for a few moments then glanced up at the library's green canopy where she knew the mysterious box still lay. The smoke having all faded away finally, though, it was hard to see it from here. Thinking that for the better, though, Flitter turned away from the library, took in a deep breath to clear her mind, and then started off, suddenly anxious to be home again. She trotted off for a few feet then started flapping her wings, taking to the air, hovering low in the air. She did not look back.

If she had, she would've undeniably noticed the shadowy shape hanging nearby, watching her…

* * *

Rainbow returned to the kitchen to find Spike gleefully pressing his ear to the Doctor's chest, who calmly watched the little dragon with amusement.

"Uh…" Rainbow began, unsure what to make of this sight.

"That is _unreal!_" Spike exclaimed suddenly, pulling away excited and grinning broadly. He noticed Rainbow. "Rainbow Dash, check this out! He's literally got _two hearts_, just like he said!"

Rainbow looked at the Doctor in surprise. "For real?" she asked.

"Would you care to listen too, Miss Dash?" the Doctor offered, looking like he was just amused by it all.

Rainbow hesitated a second but then nodded, and gingerly approached the Doctor. Gently she put her ear to his chest, listening. Sure enough, she could make out not one, but _two_ heartbeats. Awestruck, she looked up at the Doctor, who was watching her with a bit of a smug look on his face.

Rainbow felt a grin tugging on her cheeks again. "Oh sweet Celestia," she breathed, pulling away and putting her hooves to her temples, just barely containing her excitement. "You have two hearts!"

"Yep," the Doctor replied with a grin of his own.

"Ohmigosh, ohmigosh, ohmigosh, ohmigosh, ohmigooooosh!" Rainbow squealed in excitement.

"I _know,_ right?!" Spike declared, just as excited. "I mean, I always wondered if aliens existed, read plenty of books discussing the possibility of them, heard Twilight speculate for _hours_ over their existence, but to actually _meet_ one…!"

The Doctor laughed. "You two are certainly among the more…_enthusiastic_…of acquaintances I've met," he noted, nibbling on some of the remaining food he hadn't eaten yet.

"Oh, how can we _not_ be a little excited?" Rainbow declared. "_You're from another world!_"

"Better than that, I'm from whole other _universe_, as I mentioned earlier," the Doctor stated calmly, chewing on a hay fry. "A bit unlike yours as it seems to favor a different form of species shape than ponies, but…good all the same."

Now Rainbow had a big grin like Spike's on her face as well. "You were _serious_ about that? Ha! Oh! And that box thing! Is that like…your spaceship?"

"Yep."

"And you go about traveling from planet to planet?"

"Usually."

"What sort of planets?"

"Oh, all sorts! We'd be here for _days_ if I tried to tell you all there is out there to see!"

"Are they all absolutely _amazing?_"

"Every last one of them."

Rainbow let out barely contained girly scream. "That is _so awesome!_"

The Doctor grinned as he finished off the last of the food. "I knew there was a reason I liked you, Miss Dash," he commented. "Always like to meet someone with an eye for the amazing."

"Oh, I'd _love_ to see some of those amazing things!" Rainbow agreed immediately.

The Doctor paused for a moment, looking like he was struck by a thought. His grin faded. "Yeah," he said softly. "I'd bet. Hmm."

He went quiet for a moment, and, a little puzzled by his sudden change in attitude, Spike and Rainbow went quiet too as they turned to look at him. This was interrupted suddenly when there was a sudden rumble from somewhere far off, causing them to all turn in the direction of the sound. Whatever it was, it made the library rattle slightly for the smallest of moments. They exchanged glances.

"What was that?" Spike asked, suddenly looking worried.

"I heard something like that just before I saw your box fall from the sky, Doc," Rainbow said, looking at the Doctor.

"It wasn't the TARDIS," he stated immediately.

"Then…what was it?" Spike asked, also looking to the Doctor.

The Doctor frowned, tapping his chin with one hoof. "That's what I'd like to know," he said, and reached one hoof into his jacket. He shuffled around with something inside it for a few moments, looking like he was trying to grab something. "C'mon," he murmured, frown increasing as he struggled. "Would you get out of there already?" Finally, he managed to pull a metal rod-like device from his jacket, his fetlock curled around it in an attempt to hold it in place as he tried to work it with his other hoof. He only succeeded in dropping it on the floor. "RRR!" he growled. "How do you ponies _hold_ things with these flipping _hooves?_"

"Here, I'll get it," Spike offered, bending down and grabbing the rod with his claws.

He held it out for the Doctor to take. Grateful, the Doctor at first attempted again to take it with his hooves, but after tentatively trying to work out an arrangement that would work for his purposes and failing, he got a different idea and grabbed it with his mouth.

"Ha!" he cried as he gripped the rod with his teeth. "That thouldth fthork!"

"What?" Rainbow repeated, not understanding what he was saying through the rod.

The Doctor didn't respond, and instead worked the rod with his mouth for a moment. After a couple tries, he finally managed to get its end to light up and make a buzzing noise.

"AH HA!" he cried around the rod, and proceeded to wave it around the room for a few moments, to the mystification of Spike and Rainbow. That done, he then shifted his teeth so to prop up the end of the device into his line of sight so to stare, cross-eyed, at it. "Yeth, thith wthill fthork nithly!"

Holding the buzzing rod in his mouth, he then marched on out of the kitchen, waving it around as he went. Rainbow and Spike exchanged glances, and then followed.

"So…what are you doing now, Doc?" Rainbow asked as they watched the stallion begin to maneuver around the library's lobby, waving the rod at things while periodically stopping to examine the device.

"I'mfh thanning thor lifthformth, Mifhth Dathh," the Doctor attempted to respond casually.

Rainbow rolled her eyes in frustration. "Can't understand you when you have that metal rod thing in your mouth, Doc," she stated, exasperated.

The Doctor stopped what he was doing so to spit the rod into his hoof for a moment. "Sonic screwdriver," he corrected then added, "and I said I'm scanning for lifeforms."

"Lifeforms?" Spike repeated as the Doctor resumed using the device. "What are lifeforms?"

The Doctor sighed and spat out the device again so he could talk. "Organisms, animals, basically anything living. But I've got the sonic attuned to look for lifeforms on a specific range of existence." He resumed scanning.

"Why?" Rainbow asked.

The Doctor hung his head in frustration then spat out the screwdriver for a third time. "Call it a hunch," he replied. "Now, not to be rude, but do you two have anything else to ask before I put the screwdriver back in my mouth so I can continue with this scan?"

"Do you _have_ to use your mouth?" Rainbow asked.

"Well, I can't very well use my newfound hooves, now can I? We wouldn't have this problem in _my_ universe, because back there, I actually had _fingers._"

Rainbow attempted to picture the stallion with fingers instead of hooves, and had to fight the urge to giggle at the result.

"Hey, maybe I can do it for you!" Spike suddenly offered, holding up his hands. "See, I have claws—I mean fingers! Just tell me what to do!"

The Doctor considered the idea for a moment then nodded. "Better than the mouth arrangement, I suppose," he confessed as he handed the rod to the little dragon. "Probably more sanitary anyway. Now, I've already got the sonic on the right settings, so all you need to do is press that little button and point the little light at things. I'll tell you what."

Spike fiddled with the device for a moment, and soon got it working. After striking a dramatic pose with it briefly, he started waving it around where the Doctor indicated, slowly working around the lobby. They stopped periodically so the Doctor could examine device, presumably to check whatever it was reading somehow, but apparently he wasn't finding what he was looking for, because the search continued on.

"So what happens if we find one of these lifeforms anyway?" Rainbow asked, still not sure how this connected with anything.

"Depends on what I find, Miss Dash," the Doctor responded. He was quiet a moment, and then turned to her suddenly. "Miss Dash, may I ask _you_ a few questions?"

Rainbow was momentarily taken aback, but she nodded. "Uh, sure. What do you want to ask?"

"Well…what's your life like up until now?" The Doctor seemed genuinely curious.

Rainbow thought for a moment. "Uh, well," she began, "I like to fly, been trying to get into the Wonderbolts—they're a team of Equestria's best performer pegasi, uh, and I work on Ponyville's weather team."

"Ponyville…is that where I am?"

"Yeah, the town you're in is called Ponyville, why?"

"Oh, nothing, just not as creative a name as I would've expected…but continue, Miss Dash."

"Well…the only other thing I can think of is that when I'm not doing all of that, I'm usually hanging out with my friends."

"Are these them?" The Doctor pointed to a picture that hung on a shelf.

Rainbow came over to look, and nodded. "Yep," she said, and pointed at the ponies with her hoof. "There's me, then there's Rarity, Fluttershy, Applejack, Pinkie Pie, and that's Twilight Sparkle."

"Twilight…she's the one who owns this library, right?"

"Right, and she's out visiting Fluttershy right now."

"And you're content with your life? So if you kept on living the way you've been…you'd probably be satisfied with that?"

"Probably, I guess…never really thought about it." Rainbow frowned. "Why are you asking me all of this?"

The Doctor didn't answer. "Find anything yet, Mister Spike?" he asked, turning his attention to the dragon.

"Uh, you tell me," Spike answered, holding up the sonic screwdriver so the stallion could see.

The Doctor glanced at it then frowned. "Let's point it over there for a little bit," he said, pointing with one hoof. As he watched Spike obey, he sighed. "If I'm going to be stuck as a pony for a while, I'm just going to have to come up with a better way to do this." He shook his head. "Anyway, what about Miss Futter Miss Dash? She your friend too?"

"Flitter?" Rainbow repeated. "Well, sorta. I mean, we're both on the weather team, and she's my neighbor, so we see each other fairly often I guess, but other than that…"

The Doctor glanced around, noticing for the first time that Flitter wasn't around anymore. "Where _did_ Miss Fleeter go anyway?"

"Oh, well, she decided to go home," Rainbow explained a little apologetically. "She…couldn't handle all of this."

"Ah," the Doctor replied, like he expected this. "I thought as much. In my line of work, Miss Dash, Mister Spike, you come to see pretty quickly who can handle your presence, and who can't. I tend to prefer to not associate with those who can't. I don't mean to be rude, of course, but it saves time, basically. Fortunately, you and Spike are not that kind of people." He shot a grin in their directions, which they happily returned, taking it as a compliment. "Now, about Ponyville…you happy here?"

"Well, I'm still relatively new around here," Spike admitted as he continued to wave the screwdriver around the lobby, getting closer to the front door as he went. "But yeah, I like Ponyville."

"Ponyville's a very friendly place," Rainbow explained. "Lots of ponies to make friends with. Sometimes things get a little…" Rainbow stopped to look for the right word. "…intense around here, but usually things are quiet and peaceful."

"So basically, you both like it here."

"Yeah."

The Doctor winced a little at this, gazing off into the distance as he thought. "Good," he muttered, but the way he said it implied there was an unspoken reason why this was so.

Rainbow frowned, and as going to ask what he meant by that, but never got the chance to, as the sonic screwdriver started to make a trilling noise in Spike's claws, like it was trying to get their attention.

"Uh, Doctor?" Spike called out, holding up the screwdriver.

The Doctor hurried over and glanced at it. He grimaced. "Uh-oh," he muttered. "I was afraid of that."

Rainbow came over to look at the screwdriver, but she wasn't sure what it was the Doctor was looking at on it. "Afraid of what?" she asked.

"Miss Dash, where was Miss Flitter heading off to again?"

"Back to her place, why?"

The answer came from a sudden scream that was heard outside. They all turned to look in the direction of the sound in alarm.

Spike turned pale. "That was Flitter, wasn't it?" he gasped.

"C'mon you two, let's get a move on," the Doctor announced determinedly, opening the door and hurrying out into the dark street beyond.

Spike and Rainbow hurried after him. "What's going on, Doctor?" Rainbow asked.

"I'm afraid Ponyville just got a little less peaceful," the Doctor responded.


	6. The Dimenost

They hurried down the street, looking for any sign of Flitter or trouble, but there was no immediate sign of Flitter. For that matter, there wasn't much sign of anypony, as pretty much everypony was asleep in their homes by this time of night. It was possible that Flitter's scream could've woken someone up, but all of the houses in the town remained quiet and dark, and Flitter's scream did not sound again. Without any further commotion, it was unlikely they were going to draw anypony out at this hour, which was good in that they wouldn't be in any danger, whatever danger there might be, but also meant they weren't likely to give any help.

But beyond finding Flitter, though, Rainbow and Spike didn't really know what they were looking for. To them, Ponyville seemed as peaceful and quiet as could be expected given the late hour. But the Doctor seemed to know what to be looking for, and roughly what direction to be heading for, because he led the way through the streets, weaving through them as he stubbornly worked to head west, in the rough direction where Flitter's cloud house would be. Since Rainbow knew the Doctor couldn't know the layout of Ponyville, she assumed the Doctor had pinpointed exactly what direction the scream had come from. If so, Rainbow was impressed; he must have good hearing.

After a couple blocks, though, they still hadn't seen anything amiss.

"We *pant* sure she's even *pant* out here, or even *pant* in trouble?" Spike wheezed, struggling to keep up with the faster pace of the two ponies, both of which were in better shape than him. "I mean, *pant* Flitter couldn't have gone *pant* _that_ far, *pant* could she?"

"If she flew, she could," Rainbow admitted, as she stopped to pick up Spike by the spines and put her on her back to ride. "Speaking of which, Doc, maybe we shouldn't be looking on the ground. Maybe we should be looking in the sky!" she pointed up with a hoof.

"How far can she fly?" the Doctor asked, pausing at an intersection to choose where to head next.

"All the way, if she wanted," Rainbow used the moment to glance around. "But nothing really seems amiss out here…and if Flitter _did_ fly, I have a hard time seeing what could be around to put her into danger."

"Oh, they're out here all right," the Doctor assured mysteriously as he picked a direction confidently and proceeded forward at the same breakneck speed. "And it wouldn't matter _where_ Miss Flonger is, they could get at her if they really wanted. In fact, she'd be a prime target, being active and away from the rest."

"But who's 'they?'" Spike asked.

"And where's Flitter?" Rainbow asked. "If something _has_ stopped her, then she probably landed, and then Spike would be right, she wouldn't have gotten far…" she spread her wings suddenly. "Spike, hold on, I'm going to fly up and get a bird's eye view of things!"

"Miss Dash, wait!" the Doctor began to object, but Rainbow had already taken to the sky, Spike clinging tightly as the blue pegasus rose rapidly into the air. Momentarily impressed to see her flying so effortlessly, the Doctor called up a warning; "Be careful!"

Rainbow went on up until she was quite high above the village. There she parked herself and started scanning the world below her for any sign of Flitter. Spike leaned over to look as well, one set of claws tightly gripping his ride's rainbow mane to keep from falling. Finally, after a tense moment, they spied their target.

"There she is!" Spike cried, pointing down at the grey-blue pegasus, currently galloping wildly through the empty streets, appearing to be in a panic.

"Doc, this way!" Rainbow called to the stallion below, and quickly flew off to catch up with the other pegasus.

Rainbow and Spike arrived first, Rainbow swooping in above Flitter. "Flitter, what's going on?!" Rainbow shouted in her direction.

Flitter spun to face them, in a panic. "Be quiet and get down here!" she exclaimed urgently in a harsh whisper. "They'll notice you!"

Rainbow immediately dropped to the ground with a thump. "_Who'll_ notice us?" she asked, puzzled. "What's got you so _spooked_?"

"I…I don't know exactly!" Flitter admitted in a panic, trotting in place as she frantically scanned the street around her. "But they're there! And they were chasing me, these…these _things!_ They're all shadowy and…and misty, but there was _definitely_ some sort of visible shape and creature behind it all and it did NOT look friendly."

Rainbow frowned. "You sound like you're describing a ghost…but ghosts don't exist…don't they?"

"Depends on what you mean by _ghost_," the Doctor remarked as he arrived at the group, having ran the whole way but hardly seemed winded. He, too, seemed alert and on guard for anything malicious out on the streets.

"But last I checked, ghosts don't have shadows," Spike pointed out from Rainbow's back.

"_These_ did," Flitter insisted.

"They aren't your usual kind of ghosts," the Doctor remarked, turning to Spike. "Mister Spike, you still have my screwdriver?"

Spike looked at his claws and saw that he did, having forgotten he had it when they ran off so quickly. "Yeah, here it is," he announced, turning it on. "You want me to start waving it around?"

The Doctor grinned, pleased that the dragon was following with his thinking. "If you could please, Mister Spike."

So Spike did, waving the glowing rod around at the street, focusing on no particular area.

"What the hay is _that_ thing?" Flitter asked, eyeing the sonic screwdriver with distrusting eyes.

The Doctor turned to reply, but he was cut short of that chance when the device started to trill again, this time more urgently than at the library and doing it no matter where you pointed it.

The Doctor didn't even need to look at it before he spun around, on the defensive. "They're here," he announced grimly.

Rainbow followed the Doctor's example and also took up a defensive position, but she still didn't understand. "_Who's_ here?" she pressed.

It was then that she noticed something shadowy out of the corner of her eye, and when she glanced to look at it, she saw it wasn't alone. Flying in a swarm that stretched across the width of the street were several balls of shadowy mist; dark and unclear shapes that did look something like ghosts, only they really _did_ cast a shadow on the ground, and looked very dangerous like Flitter said. With a chill running down her back, Rainbow noticed they were rapidly surrounding them from all angles. Even the sky was quickly blocked off. Flitter began to whimper and tremble as they all pressed themselves together in a group with nowhere else to go.

"Doctor," Rainbow repeated, with more urgency, "_Who are they_?"

The Doctor had his eyes narrowed. "They're called Dimenost."

"Dimenost?" Spike repeated as he gazed warily at the surrounding swarm of shadowy beings. "What the hay are Dimenost?"

"Little opportunists, that's what!" the Doctor snapped, and then turned to address the swarm. "Isn't that right, eh? _Eh?_ You all saw me crashing into this universe, so you'd thought you'd come and join the party, hmm?"

"Uh, Doc, I don't think they can talk…" Rainbow began, but she was surprised when the swarm responded.

"**The inhabitants will accommodate the Dimenost**," an unearthly and hauntingly powerful voice echoed out from within the apparently intelligent swarm, sounding distorted. "**The tear has granted the Dimenost access to this realm. This cannot be reverted**."

"Oh really?" the Doctor challenged as he stepped towards the swarm, fearless. "And how do you plan to manage that? Because anyone worth their _salt_ can see that you are all still _quite_ out of phase at the moment! You can _barely_ interact with this world at all! How do you plan to make them do _anything?_"

"**The Dimenost have other ways of presenting themselves, Outsider**," the voice stated confidently.

This sounded very ominous to the other ponies, but to the alien Doctor, his attention fell on the finer details.

"Outsider? _Outsider?_" he repeated, incredulous, then suddenly grinned. "Oh! OH! You don't know who I am! Ha!" he turned to the others brightly. "They don't know who I am! No idea what I can do! Oh, they saw me arrive all right, but they must not have gotten a good look at me! Oh, this is _brilliant!_"

"**The Outsider will not mock the Dimenost**," the voice commanded, sounding perturbed.

"Or what?" Rainbow challenged, feeling braver with the Doctor being so unintimidated by the shadowy beings. "What are you going to do, huh?"

A bolt of lightning suddenly flashed out from without the swarm, impacting the ground right before Flitter's hooves. Startled and terrified by the event, Flitter screamed and leapt off the ground and onto Rainbow's back, joining Spike. Unprepared for the sudden increase in weight, Rainbow's legs buckled, and all three tumbled to the ground forming a heap of bodies.

"**The inhabitants will accommodate the Dimenost**," the voice ordered again, the swarm still crackling with energy to show it could do the stunt again without warning. "**The inhabitants will not challenge the Dimenost**."

The Doctor was still not swayed by their show of force. "Pfft!" the khaki-colored stallion said, blowing a raspberry. "So you can hurl a few lightning bolts! That's all just flash and pizzazz and we both know it! And they can only stun _at best_ here, so all you're succeeding at is delaying the inevitable! And anyway, I may not have been here very long, but I _highly_ suspect these ponies are not just going to roll over and let you overpower them. Not that it'd come to that, because you'd have to get through _me_ first!"

"**The Outsider will not stop the Dimenost. The Dimenost cannot be removed from this realm. The tear has presented the means**."

"Oh, I know about the tear, and you _know_ I _know_ too, because that's how you knew it was even _there_. And I also know that if you lot are all still so out of phase and the best you can do is simple stun lightning, that tear isn't very big, not enough for you to get into this realm as fully as you'd like! So your attempts to invade this world is really just grabbing at straws!"

"**This will not remain so. The tear has presented the means**."

"And what do you mean by that?"

"**The tear is growing**."

The Doctor abruptly stopped, his eyes widening some. "What did you say?"

"**The tear is growing**."

The Doctor went quiet for a moment. Rainbow, extracting herself from the heap she had been pinned under, noticed and didn't like what it implied.

"Doc," she asked slowly. "What does that mean?"

The Doctor turned and snatched his sonic screwdriver from where Spike had dropped it in his fall. "It means this conversation is over, Miss Dash," he replied as he tweaked the device with his hooves. "Fortunately, what the Dimenost _haven't_ realized yet, is that I "have other ways of presenting myself" too." And with that, he popped the device into his mouth, spun around, and activated it, the device making its trademark buzzing sound. Only this time it was at a higher pitch, suggesting it was doing something different from before.

Whatever it was doing, the effect was immediate. The disembodied voice of the swarm suddenly let out a cry of annoyance as the swarm all started to swirl around, their forms muddling together as they were blown outward from their prey by some other force. Within moments, they had all dissipated into mist and vanished from view within the darkness of the night. And like that, the silent night they had known before settled upon the street again. The others looked around in surprise.

"Well," Spike remarked, somewhat shell-shocked by what had just transpired. "That escalated quickly."

"What just happened?" Flitter demanded, still panicked as the Doctor removed the sonic screwdriver from his mouth and was attempting to put it back inside his jacket with little success. "What did you do?"

"Chased them off by irritating the fabric of space in this area enough that they were forced to retreat back into their bubble of existence," the Doctor replied quickly as he gave up on trying to put the screwdriver back in his jacket and instead tucked it behind one ear like a pencil.

"So you beat them?" Flitter asked, brightening slightly.

"Oh no, the space-time irritation only lasts about a minute _at best_ and then they'll be back and angrier than before," the Doctor replied as they turned to look at them. "So what we need to be doing right now, while we have the chance to do it, is to RUN!" he immediately galloped off back in the direction they had come. "Back to the library!"

Rainbow didn't hesitate to follow and immediately sped after the stallion with Spike following her lead. Flitter still didn't trust the Doctor, but she was quick to decide she'd rather be around the Doctor than the much more intimidating Dimenost and brought up the rear. They had barely gotten as far as a block before the Dimenost began to reform, fading back into existence, and were soon giving chase to the fleeing ponies and dragon.

"**The Dimenost will not be stopped by the inhabitants**," the voice stated darkly and coldly as the swarm of dark shapes moved to descend on them."**The inhabitants will be punished for challenging the Dimenost**."

The swarm suddenly unleashed several bolts of stun lightning at their prey, dangerously coming close to hitting several of them repeatedly. It caused Flitter to panic even more and give them all incentive to run faster. Rainbow quickly saw that they just weren't going fast enough on hoof.

"We need to go faster!" she declared, and turned her head to Flitter. "Flitter, grab Spike and start flapping! I'll be right behind you!"

Flitter didn't argue, grabbing the little dragon and unceremoniously tossing him onto her back as she took to the air, surging ahead and away from the pursuing Dimenost. Rainbow insured they were safely away before taking to the air herself, staying low as she swooped over the Doctor who was still pressing on by hoof.

"Brace yourself, Doc!" Rainbow called as she dropped down to grab him around the middle.

"Now hold on, Miss Dash," the Doctor began, having his doubts about this plan. "I'm not so sure this is such a good ideeeeeeaaaaAAAA!"

He trailed off as Rainbow heaved on his body, flapping her wings harder as she lifted his body and both rose into the air. They surged ahead as well, catching up with Flitter. The Dimenost soon fell behind. Apparently they were unable to go as fast, but they still made their anger known.

"**The inhabitants will not escape!**" the voice called after them as the swarm continued to lash stun lightning in their direction, to little avail. "**The Dimenost will prevail!**"

Their threats did not make the fleeing group want to slow down though, and they pressed on until they arrived again at Twilight's library. By then, there was a notable gap of distance between them and the Dimenost, but now they had arrived, the shadowy swarm was starting to catch up, the shadow they cast blotting out the light of the moon as they drew nearer.

"C'mon, everyone inside!" The Doctor said, pushing everyone into the tree building the moment they were on the ground again. Once inside, the Doctor slammed the door shut behind him. He pulled out his sonic screwdriver and started to mess with it again. "I need something to amplify the sonic's power! Like a battery or something! The more power, the better!"

"I think I know just the thing!" Spike declared and threw open a door tucked into one corner of the library's lobby and proceeded down the staircase that sat beyond. "Just a second!"

"Hurry!" Flitter squealed, looking through the window as the Dimenost arrived outside the building and started to surround it.

Spike was back quickly, bringing with him a plain box. "One of Twilight's old science experiments!" he explained briefly as he brought it to the Doctor. "It should still have a magical core with a good charge on it that you can use for power!"

"Magic?!" the Doctor repeated, taken aback. "_Magic?! _You mean to tell me—" he stopped and shook his head roughly. "Never mind! If it means power I can use, I'll take it!" Pulling open the box, he started to attach the box's inner workings to his sonic screwdriver.

"Doc!" Rainbow suddenly called as she and Flitter backed away from the window. "They're getting in!"

Sure enough, the shady bodies of individual Dimenost had started to swoop down on the library and then started to fly straight through the walls of the library like the ghosts they resembled.

"Got it!" The Doctor suddenly cried, and flipped a switch on his screwdriver. "Tally ho!"

The screwdriver started to buzz again, its light pulsing, and once again the effect was immediate as the Dimenost, just about to reach their targets, were suddenly swept aside and flung back out of the library, flying through the walls again all willy-nilly. Outside, the swarm billowed outwards as it circled the library, like it was being pushed back, until a sizeable dome of empty space now separated the building from the intruding enemies. The Dimenost attempted to push back in, but seemed unable to. They were consistently pushed back to the borders of the invisible dome that kept them at bay every time. In silence, the group watched this proceed under the buzz of the amplified sonic screwdriver, the tension still hanging heavily in the room.

Unsurprisingly, it was the Doctor who finally broke it. "Ooh, 'tally ho,'" he repeated, putting a hoof to his lips, a grin starting to form upon them. "I rather like that. Maybe I'll make_ that_ my new catchphrase…'tally ho,' it's got a nice ring to it, doesn't it?"

The others stared at him for a moment.

"You are absolutely _crazy!_" Flitter suddenly exclaimed at him.

The Doctor made a sweeping and comic bow at this, as if he was aware of this fact and quite proud of it. It made Rainbow laugh, and everybody started to relax some.

"But I don't understand," Spike spoke up finally, examining the contraption the Doctor had set up, his face illuminated by the strobing glow of the screwdriver. "What exactly did you do?"

"The same thing I did before in the street, only ten times _better_," the Doctor explained. "By hooking up the sonic to an added power source, I can use it to disrupt this area of space perpetually, for as long as the power source holds out. It doesn't get rid of the Dimenost, but it'll keep them from being able to reach us, blocking them kind of like a shield or bubble."

"What about the ponies that _are_ outside the library?" Spike asked, worrying for their safety.

"Unless the ruckus we've made has woken any of them up, they should all still all be asleep and thus safe for now," the Doctor promised. "The Dimenost are not like us biological creatures. They don't sleep at all, and thus don't understand the concept of it at all. So they don't treat a sleeping person…or pony…as a threat or anything worth their attention otherwise. They might as well be actually dead in the minds of the Dimenost, so the joke's on them in a way. Besides, they're probably more interested in us, me especially, because we're the ones that stood up to them, and they don't like that. They're going to want to stop us…or at least try and figure out all they can about us in a quite unpleasant way."

"But as long as that thing works, the Dimenost can't get at us in here," Rainbow recapped, pointing a hoof at the buzzing sonic screwdriver.

"Correct!" The Doctor confirmed brightly then shrugged. "Unless they find a way around it, which…isn't _entirely_ impossible…they are clever things, the Dimenost. This group seems especially so, in fact, if they've figured out a way to make the tear bigger…"

"And just who are these Dimenost?" Flitter demanded, pressing her snout into the Doctor's. "And don't play ignorant either! You clearly know them far better than you've told us!"

"Well, the Dimenost are actually more common than you'd think," the Doctor explained. "It's just usually they can't ever reach us, because they normally exist outside any given universe."

"Wait…" Spike said, rubbing his forehead as he tried to puzzle this out. "…_outside_ the universe?"

"Okay, picture the universe like a big bubble," the Doctor explained, holding up his forehooves to outline such a bubble. "It's not _really_ bubble shaped, but this is to help you picture it in your heads better."

"Okay, so I'm picturing the universe as a bubble," Rainbow Dash said, picturing a soap bubble with Equestria, the sun, the moon, and stars sitting inside of it in her head.

"Now picture another bubble that sits around it, like the universe is a smaller bubble inside of a bigger bubble," the Doctor continued. "That bigger bubble is where the Dimenost exist and live. It's called "the Fringe," a kind of final boundary that separates one universe from everything else around it. Every universe has one, but the universe itself can't interact with it, nor can the Fringe and everything within it interact with the universe, because they are both self-contained from each other in separate bubbles, with no way for one to enter the other, so to speak."

"So…how are the Dimenost getting into our universe if they aren't supposed to be able to?" Spike asked.

The Doctor winced and rubbed the back of his head, ruffling his bronze-colored mane. "Yeah, that's actually kind of my fault," he admitted. "See, in order to go from my universe and into yours, I kind of, sort of, had to punch a hole into it, and in so doing, punching a hole in the Fringe as well."

"You WHAT?" Flitter repeated, turning angry. "So this is YOUR fault?"

"Do keep in mind that I _crashed_ into this universe, so it wasn't intentional," the Doctor explained. "I didn't really have any control over it at the time. Heck, I don't even think I was conscious for it, but remember those bubbles I told you to picture? Basically what happened is that me and my TARDIS pushed on the bubbles until they touched, joining together, so to let me in. That, in turn, also created a way for the Dimenost to get in as well. That's the "tear" the Dimenost were talking about. It's out there right now, probably right over Ponyville if you could see it…which you can't, because it'd sit on a different dimensional plane from us, but still…"

"But you were telling them that tear was too small for them to get in," Rainbow stated, remembering the Doctor's confrontation with the shadowy beings.

"And it should!" the Doctor promised. "Even the TARDIS punching through it wouldn't have left all that big of a hole, and whatever hole it left would've eventually closed up naturally, on its own, in fairly short order. It wouldn't have been worth the Dimenost's time to even try to make use of it, usually."

"But they said it's getting bigger," Spike said.

"_They_ must be causing that, not me," the Doctor said. "Somehow the Dimenost have figured out some way to force that little tear to form into a much bigger one, so they can get into this universe more fully."

"So _more_ of them are going to be coming?" Flitter exclaimed, turning fearful again.

"More than that, they'll become more tangible, more physical, faster, better, stronger, and so forth," the Doctor said. "See, at the moment, they're only _kind of_ here. They're here in presence, mentally and visually, but physically they're all still in the Fringe, because the tear still isn't big enough for them to get all the way through. You're really only seeing a _part_ of them right now. That's why they seem so much like shadowy ghosts. And as far as you and I are concerned, that's really all they are. They're "out of phase," as the proper term would have it. They can flash their lightning at us, but like I said, that can only stun here. Other than that, they can't touch us, hurt us, or do much of anything to us except make verbal threats for now. That and crowd us…which I don't honestly know what might happen if they did that, but I'd rather not find out."

"But as the tear gets bigger…" Rainbow prompted, starting to understand.

"…the more that's going to change," the Doctor finished, nodding. "And suddenly they're going to become very, _very_ real, not to mention dangerous to us _all_ if we let them."

"But what they do they even _want_ then?" Flitter asked. "Why are they here?"

"Oh, well, envy mostly," the Doctor replied, nonchalant. "The Fringe is really just this big misty expanse that they fly around in and not much else. So a universe seems _by far_ more lush and vibrant in comparison, and they want a piece of that. It doesn't help that while a Fringe and it's universe usually never interact, two different Fringes of two different universes can, and usually will. It's complicated as to how that happens, but Dimenost interact with their multiverse selves all the time. And some of those other selves _have_ managed to sneak a peek into a universe before, and no doubt shared what they saw with all the other Dimenost in the multiverse. In fact, that's why I'm surprised they didn't know who I am because, long story short, my people have encountered them before, but that's neither here nor there. Anyway, what this means is that now they _all _want to get into a universe, regardless of what universe they live around."

"So…and maybe this is a stupid question…but why not let them?" Spike asked.

The Doctor sighed. "Unfortunately, I know from past experience, as well as the past experiences of several other time-aware races back in my universe that have had run-ins with the Dimenost, that us and them can't really coexist without one causing harm for the other. We're just too different. It'd be like trying to force an ice cube and an open fire together. Plus, the Dimenost see themselves as superior to pretty much everything else in existence, and will probably try and enslave everybody to prove it. And interaction with a fully formed Dimenost is…" the Doctor paused, looking for the right word, "…hazardous to one's mental health. Physically touch one, and they can get inside your head and mess around in it, without any regard for privacy or sympathy or anything as they dredge up anything and everything in your head…even the stuff you might not want to remember. The shock of the experience can be very traumatizing even in just a brief exposure. So imagine what someone might be like after several _lengthy _exposures."

Spike gulped. "They'd probably go crazy."

The Doctor nodded solemnly. "And most would. I even know of members from my race who went mad after prolonged interaction with a Dimenost, and members of my race are no strangers to telepathy like that." But then he grinned. "So lucky for us, the fix is easy. Even if the Dimenost open the tear wide enough to fit fully into this universe, they're still tied to the Fringe. Why is complicated—it's an advanced physics thing—but you close the tear, and they are all forced back where they belong and all's good again. We just have to figure out what they're doing to force the tear open bigger and stop them. It shouldn't be anything my TARDIS can't handle."

"You mean that crazy box you arrived in?" Flitter asked incredulously, pointing upwards where the box presumably still hung in the library tree. "How the hay could that little box possibly do all of _that_?"

No sooner had she said that, a great donging sound rang out from above them, followed by a familiar "_whirr_" sound ringing out once before concluding with a solid "thump" that, though faint, could be felt from here, vibrating through the floor and up their hooves. They all gazed upwards at the roof of the room for a moment, in the direction of the sound.

"Well, speak of the devil, she's ready! Perfect timing!" the Doctor declared cheerily, before looking back at the others and grinning playfully. "So how about I go and show you?"


	7. The TARDIS

The Doctor didn't wait for an answer, he just turned and departed, apparently assuming the rest would follow. The others exchanged glances, each glance bearing a silent vote embedded in it. Of those silent votes, only one voted against following, so of course, Flitter was overruled on the matter and one by one they proceeded to follow the strange stallion from another universe. This time Rainbow Dash led the way, anxious to see what it was the Doctor had to show, with Spike, made slightly more timid due to the Dimenost encircling the library and knowing what they could do, following close behind. This left Flitter to begrudgingly bring up the rear, following mostly because she didn't care to be left behind and alone.

The Doctor chose to lead them back the way they had come into the library after leaving his box in the first place; upstairs into Twilight's empty room and study, then out onto the balcony and up the staircase that would take them back to the limb the mysterious box was at. On the way, though, they all had to hesitate on the balcony and look outside where the swarms of shadowy Dimenost swirled restlessly around the library.

"They don't look too happy," Rainbow noted.

"Of course not, Miss Dash, they're being kept from what they want, and when they don't get what they want, they, like all creatures, tend to throw a hissy-fit," the Doctor noted, the only one who didn't pay them too much close attention. "Don't worry, though, the sonic screwdriver's still active and won't be running out of power anytime soon. It'll keep them at bay and away from all of you for now."

"That doesn't mean they aren't scary," Spike remarked aloud, staring wide-eyed at the inter-dimensional beings.

"Of _course_ they're scary," the Doctor pointed out, pausing as he started up the balcony's attached staircase. "I'd actually be more worried if you _didn't_ find them scary." He looked back at the trio that had been following him, seeing them gaze out at the Dimenost. "Better not look too much at them, though. They might try something if they think you're paying attention to them. Remember, they _are_ telepathic."

"Right," Rainbow murmured, and tore her gaze away from the Dimenost and onto the Doctor, proceeding to follow him again. Spike again followed her lead. Flitter, however, remained staring at the creatures besieging the library for a moment, before numbly turning and following the others.

A short climb halfway up the staircase soon brought them back to the same limb where the Doctor's box resided and they all clambered onto it, pressing through the foliage towards its location. Spike had been expecting to find the box in mostly the same condition as when they had left it, pinned above the branch by two other branches, but he was surprised to see the box had moved. Now it stood on the same branch as them, underneath where it had once hung, standing tall and straight, its double doors neatly closed, with its signs lit up and with not a scratch on it anywhere. Its outside even looked like it had been given a fresh coat of blue paint. All while they had been away from it.

Spike felt his jaw drop. He hadn't been paying attention to how long they had been away from the box, but even he knew it wasn't long enough for all of this to happen, especially while entirely on its own. "But…but…it was up there earlier!" he objected, pointing a claw up at the two branches the box had been pinned between before.

"Yep," the Doctor agreed simply without stopping.

But Spike stopped, and he wasn't the only one, for Rainbow and Flitter halted in surprise too. "But…but…it was all beat up, and scratched, and…"

"And now she's fixed herself," the Doctor concluded, arriving at the box but turning to look back at them when he realized they had stopped following.

"_How?_" Flitter demanded, shocked. "I mean, after everything that's happened tonight, I don't even know why I'm even surprised anymore, but…" she shook her head. "_How?_"

"What do you mean, _how?_" the Doctor repeated, a little indignant as he sat before the impossible box. "What did you expect her to do? Just sit there and _whine_ about how broken she was?"

"So…" Rainbow said, scratching her head with one hoof, working to try and figure this out. "You're saying your box can fix itself?"

"That's TARDIS, Miss Dash, Time and Relative Dimensions in Space," the Doctor explained as he worked to fish a key out his pocket, carefully holding it between both of his forehooves. "And it's no big deal. Just like when you go and take a tumble, she just needed to go and take a few so to heal. I mean, you would too if you had burned out your power relays successfully shunting several gigatons of explosive energy through an opening into the Void before getting thrown out of your universe just to smash into another all willy-nilly like she did."

"But _how?_" Flitter repeated. "It's just a box! How can a box do all of _that?_"

The khaki stallion grinned. "She's no ordinary box, Miss Flayer."

Rainbow was astounded. "That's _amazing!_" she cried.

"Oh, but you haven't even seen the inside yet!" the Doctor said as he stuck his key into the lock of the box. "Speaking of, let's take a peek, shall we?"

Flitter actually backed away from the box when he said this. "Must we? I…I don't know if I can handle any more of this," she remarked.

The Doctor shrugged as he unlocked the door. "Suit yourself," he remarked as he opened the door and slipped inside. Not a moment later, he could be heard speaking. "Oh c'mon, why did you go and change the interior? There was nothing wrong with the interior!" Surprisingly, the Doctor's voice started to go dimmer for a moment, like he was moving further away, only to return to full volume a moment later. "You only burned out your power relays, for crying out loud! Most of that damage was _barely_ even superficial! You could've left the interior exactly the same!" A pause, then; "Not to say that I don't like it, old girl, in fact I actually love the new look, very classy…but _still!_ Did you go and change the interior just because we're in a new universe with slightly different rules? Or to go impress the guests? Are you _really _that vain? I mean, you've always had a thing about your image, hence the whole blue box deal, I suppose, but really, what difference does…well…I suppose _I'm_ one to talk, aren't I? Always showboating about and wowing the companions with my awesomeness, and speaking of, hold that thought old girl." He poked his head back out of the door and looked at the others, who hadn't moved. "Aren't you going to come in?"

"Really?" Rainbow asked, blinking. She and Spike exchanged glances. "But we won't all fit in there!"

"Oh, will you now?" the Doctor responded knowingly. He grinned then proceeded to duck back inside the box. "You can still come too, Miss Flinger!"

"I…I think I'm going to stay out here, actually," Flitter said, looking the box up and down nervously. She still seemed to have her misgivings about it. "And it's _Flitter!_"

The Doctor didn't respond, he just gave Rainbow and Spike a wink before vanishing back into the box again. Exchanging another glance with the little dragon, Rainbow started towards box, wondering what she'd find inside.

"How are we _really_ going to fit into that thing?" Spike asked aloud, who was following Rainbow.

"I guess there's only one way to find out," Rainbow said, heading to the doors that the Doctor had left ajar.

"Be careful!" Flitter called from where she sat further back. Trying to distract herself from the box, she turned to look for something else to stare at.

Rainbow barely heard the other pegasus as she nudged the door open with her nose and peered inside, Spike pushing past her legs so to see as well. Their eyes both widened at what they saw.

"Aw, no way," Rainbow remarked, starting to grin as she let herself into the interior of the box.

Spike peeked outside the box then back inside before following. "It's…it's bigger on the inside!" the dragon whispered in astonishment.

The Doctor, leaning on the wall next to the door, pumped his forehoof in victory at this. "That _never _gets old, hearing them say that!" he remarked, turning to stroll deeper into the box's interior.

For there seemed to be plenty of it. Despite the outside of the box being paradoxically far smaller, smaller than it could possibly hold a room of this size, the room seemed ginormous in comparison. The box's double doors initially lead into a small entry space roughly the same dimensions as the box's exterior, but past that it opened up into a much larger, curving, room of an entirely different architectural style from the box's exterior.

Though appearing to be made largely of a brown wood of varying shades, or perhaps just what _appeared_ to be wood, the room was impressive in both shape and design and seemed to fit its reputation. The walls of the room curved out from the door, lined with large round lights sitting at a diagonal angle along the bottom. These lights were covered with simple clear glass panels, framed with intricate and geometrical patterns of stained glass colored with blues, yellows, and oranges. In the center of the room was a raised platform, and hanging above it in the shape of an octagon was a balcony supported by square wooden pillars running around its outer edge. These went up to meet with the balcony floor before splaying outward at regular angles to meet up with the ceiling, decorated with crisscrossing lines of trim that continued the trend of geometric patterns. In on that balcony was some sort of display of predominately blue light coming from a large, cone-like structure, glowing dimly through the balcony railings and supports.

On either side of this balcony, mostly enclosed by walls so it wasn't immediately visible, were two square staircases that led up to it. A cupboard with ornate glass doors sat immediately beside both staircases. On the room's far curving wall, a small staircase led up to a set of double glass doors that presumably led to even more rooms. But the chief focus of the pegasus and dragon visitors was, on the raised platform sitting under the balcony center of it all, a hexagonal podium, clearly a control panel due to the many buttons, levers, and screens that were on it. Rising from it to join with the underside of the low-hanging balcony that served as its roof was a glass cylinder, mostly transparent, but bore the same geometric stained glass designs as seen elsewhere in the impossible room. A solid pillar of what appeared to be metal was encased inside. It was here that the Doctor now headed, working with the controls. As he did so, he kept an eye on the amazed Spike and Rainbow as they continued to look around the room.

"I know, right?" he said. "This is all new to me too. The interior was quite different before I wound up here."

"Wait, so the inside of this thing can change shape?" Spike asked, whirling around to face the Doctor.

"All the time," the Doctor replied casually, like it was a common (and probably was) occurrence for him.

"So does the outside change too?" Rainbow asked as she continued to look around. "I mean, just about everything else about your box does, so…"

"Well…" the Doctor hesitated. "It's supposed to, actually. But it's been staying as a police box for _quite_ a while now regardless."

"Why's that?" Spike asked, joining the Doctor at the control panel, watching the stallion move about it, flipping controls.

"I dunno," said stallion admitted. "I'm starting to think the TARDIS just _likes_ the look of it. She can be a bit…picky, so to speak, but that's neither here nor there." He looked up from the controls for a moment to see Rainbow still moving about taking all the sights of the control room, amazement still etched upon her face. He grinned. "So, Miss Dash, Mister Spike," he prompted. "What do you think? Like what you see?"

"It's amazing, Doc," Rainbow said as she continued to look around.

"Yeah," Spike added, turning to look around the area of the control panel too. "Though it actually reminds me a little of the work of that new architect over in Baltimare that Twilight's been interested in lately…what was his name?" He snapped his claws a few times as he worked to remember. "Fet Lock Wright, I think it was."

"I was going to say Frank Lloyd Wright, but that works too," the Doctor concluded dismissively. "It's your planet after all." He turned back to the controls, prancing around as he worked with them. "Anyway, we have Dimenost to deal with. So, I'm rigging the TARDIS to plot a course into the Fringe back through the tear in which she came in, but this time to do it in such a way as to avoid detection by the Dimenost. Might take a bit of time, but shouldn't be too much. Once she does, we can go and put a stop to that little affair, and then ohmigosh, is _that_ what I look like now?"

Rainbow and Spike stopped to look at the Doctor to see he had suddenly stopped to study his reflection in one of the cabinet doors next to the staircase. He gazed at it with a critical eye, poking and prodding at his face with his hooves.

"Wow," he muttered, peering at himself. "That snout is a lot bigger than I thought." He gazed up at his mane, running a hoof through it. "And still not ginger! Go all the way to a new universe to regenerate, and I _still_ can't get ginger hair!"

"Wait a minute," Rainbow said, approaching the Doctor. "What does this regeneration stuff have to do with your hair?"

"Well, I was hoping it'd change to ginger this time around," the Doctor explained as he attempted to smooth out his bronze mane. "I've been just about all the other hair colors before after regenerating except ginger. For some reason, the multiverse is _adamant_ that I can't ever have ginger hair! Instead I keep getting stuck with brown! GRR! This is like the eighth—ninth?—or so time I've been stuck with brown—well, brown_ish_—hair! I can change my face into a whole bunch of different shapes, even a pony apparently, but I can't seem to get my hair color to change anywhere _nearly_ as diversely, so after a while, one gets—"

"Wait, hold on!" Rainbow interrupted, rubbing her forehead as she attempted to make sense of these new details. "Are you saying that _you_ change too?"

"Oh…yeah…it's called regeneration," the Doctor responded as he moved on to examine the rest of his body and what clothes he still wore on it. "It's…complicated. But basically every now and then, pretty much to save my own life, I regenerate and get a whole new body to stroll around in for a while." He regarded his pony body with a critical eye. "Problem this time around, though, is that I don't really know how to judge what I look like."

"How do you mean?" Spike asked, coming over. Rainbow, meanwhile, was still trying to come to terms with the Doctor's sparse details on regeneration.

"Well, I don't know what is considered beautiful for a pony at all," the Doctor confessed. "Or even how to properly maintain it, for that matter. Heck, I'm not even sure if I'm operating this body correctly, as it's intended to be used."

"I can give you one tip," Spike said, and grabbed the Doctor's bronze-colored tail, tugging it downward. "I wasn't going to say anything before, but you're going to want to keep that draped down as much as possible. For, you know, privacy."

"Oh, good point!" the Doctor said, and maneuvered his tail so that it hugged his rump closely, more than he really needed to but Spike opted not to correct him. "_That_ could be embarrassing. Glad you pointed that out, Mister Spike. Since all the rest of you run around naked, I had kind of figured after a little bit that it didn't matter, but now that I think about it, it makes sense that there would still be _some_ practices of modesty around here. Haven't met many races on your level of intelligence that didn't. Either way, I don't think I want anyone getting the idea they can stare."

"Oh, that wouldn't be so bad," Rainbow suddenly remarked aloud without thinking. "In my book, your flank could rival even that of—MPHF!" She quickly stuffed one hoof into her mouth to stop herself, realizing what she was saying, before flushing a bright red in embarrassment.

The other two stared at her for a moment, the Doctor incredulously, while Spike attempted to hide a snicker of realization.

"I beg your pardon Miss Dash?" the Doctor asked, raising an eyebrow.

"Nothing," Rainbow squeaked, turning and walking a few paces away, trying to hide how embarrassed she was.

Spike couldn't help but snicker again. "I think Rainbow's decided you look good, Doctor," he commented teasingly.

The Doctor gave Rainbow a teasing smirk before turning to look back at his reflection. "Well, it's a two-way street, because I think it's safe to say you have a nice rump too, Miss Dash…seeing we've apparently been peeking and all."

Rainbow let out an unintelligible squeak as she ducked behind the TARDIS control panel, further embarrassed. The Doctor grinned in satisfaction for this before returning his attention to the matter at hoof, looking himself over again.

"So tell me," he said, "if modesty _is_ still an issue of importance in Ponyville…then why don't you all wear pants?"

Spike shrugged, having never thought about it. "I don't know. I always thought pants was just a fashion thing anyway."

"So there's modesty, but still playing it fast and loose, I like it!" the Doctor surmised. He tugged at the jacket he wore with one hoof. "Still, I think a change in clothing is needed. New wardrobe for a new incarnation of the Doctor. And a hat. I'd love a hat this time around." He glanced at the TARDIS control panel. "The TARDIS is still going to need another fifteen or so minutes to plot that course into the Fringe…I'd say that's enough time to go and get changed real quick." He spun around and pointed a hoof in the direction of the double glass doors. "To the TARDIS wardrobe! Tally ho!"

"Wait, this thing's got a wardrobe too?" Spike remarked, intrigued as he followed the Doctor. "How _big _of a wardrobe? How can all of this fit in this little box? Aw, I gotta check this out!"

"After you, then Mister Spike," the Doctor said as he held open one of the double doors for the little dragon, who eagerly hurried through. "You coming Miss Dash?" he then asked, looking back at the pegasus mare hanging back near the control panel.

"No," Rainbow replied, her voice a little higher than usual as she avoided eye contact with the Doctor, still embarrassed by their earlier conversation. "I think I'll stay here."

"Okay," the Doctor said, not questioning Rainbow's reasons any before turning to go as well. "Shout if the TARDIS finishes plotting that course before I get back!"

"Will do!" Rainbow called after the stallion's retreating figure, forcing a grin. The moment he was gone, though, the athletic pegasus grabbed one of the balcony's supporting columns and began banging her head on it. "Why. Did I. _Say_ that?! It was _so_ immature and inappropriate! _What was I thinking?!_ Now he's going to think I'm some kind of…of…I don't know…_floozy!_" She let out a wail of embarrassment as she sank to the floor. "Me and my big and uncensored mouth!"


	8. The Trance

Outside the TARDIS, Flitter attempted to keep her eyes locked on anything but the mysterious blue box. She had decided that she wanted to keep her involvement with it to a minimum as possible, and would be greatly pleased to see it leave once this was all over. Assuming it even _would_ end at all, because she still had her doubts about this Doctor character. He may have Spike and Rainbow wrapped around his hoof, but she was adamant not to fall for it because she apparently saw him as what they did not; a crazy pony from outer space that had brought trouble with him.

"Would've been better off if he had never come," she muttered to herself, pacing up and down the tree branch as she waited for the others to exit the box again. She didn't know how they had all managed to fit into something so small, but again, she was trying not to think about it.

Only problem she had then was that the box proved to be curiously eye-grabbing once your attention was brought to it. Flitter _knew_ there was more to it than what met the eye, and that apparently made all the difference because she kept finding her attention drawn back to it. It didn't help that whenever she turned her back to it, she felt the chill of something watching her. It was almost like the box was _staring_ at her.

Which was silly, of course, because boxes didn't have eyes to stare with. But still…

Flitter let out an aggravated and very horse-like snort, something that she knew wasn't considered polite in pony culture, but she didn't particularly care what others thought about her language at the moment. Marching back to the staircase, she gazed outside, trying to spy her home through the mass of swirling Dimenost that still encircled the tree. All she wanted was to go home. Go home, crawl back into bed, and pretend tonight had never happened. Was that _really_ so much to ask for?

But now she couldn't even leave the besieged library thanks to the swarms of shadowy ghosts that surrounded it, blotting out the sky and everything else beyond the library. Glaring at the Dimenost, Flitter suddenly found her anger directing itself at them.

"This is all _your_ fault!" she exclaimed suddenly, jabbing a hoof out at the Dimenost. "You and your stupid…oh _I don't even know_! All I know is that _you_ show up, and now everything around here has gone completely to hay and…and…"

She trailed off in mid-rant as she realized with a start she had managed to draw the attention of the Dimenost, and they were now silently sitting still and stared at her. For a fleeting moment Flitter felt a flare of panic and fear well up inside her.

But then, just like that, she suddenly felt an unearthly but welcomed sense of calm wash over her like she had never felt before.

* * *

Spike wasn't really one to take interest in anything dealing with a wardrobe of clothes at all. Not unless it involved Rarity, and then it wasn't so much the clothes but the mare that made them that he was interested in. It was mostly the same thing here as well. Spike actually wasn't really interested in the TARDIS wardrobe at all except for the fact that it existed in such an impossibly small space.

He still struggled to wrap his mind around the very idea of it, completely at a lost at how something so big and massive could fit into a box that was so small in comparison. He knew Twilight, if she were here (and knew she'd be extremely jealous if she knew what she was missing out on), would probably blow a gasket trying to puzzle it out herself.

And seeing the TARDIS control room was shocking enough, but as Spike quickly saw as the Doctor led him through those glass double doors and into the corridors beyond the control room that was only the very _tip_ of the iceberg. The TARDIS seemed simply _filled_ with rooms upon _rooms_ of varying shape and size, with some of the corridors that led to them seemingly to stretch on for miles. Spike was starting to wonder just how big this place actually was, so he asked the Doctor.

"It's complicated," was his answer, casually ignoring most of all of TARDIS interior in search of the wardrobe. "The interior is extremely variable and flexible. I could tell you how big it is now, but it'll probably be different later on as I add and subtract rooms over time."

Spike was struck by novelty of the idea of seemingly being able to just add or remove rooms to a structure as simply as the Doctor's tone implied, but he pressed past it to focus on getting an answer to the question. "But…isn't there like…I don't know…a limit to how many rooms or whatever you can add?"

"I suppose," the Doctor admitted, looking to be considering the idea. "It depends on how much memory space the TARDIS has available."

"Which is…?" Spike prompted, hoping.

But he was ultimately disappointed. "Haven't the foggiest. That sort of information would be listed in the TARDIS operating manual, but I never _could_ find the darn thing…I've never once maxed out said memory space in the whole time I've had her, though, so…"

So it seemed Spike wasn't going to get an answer to the question after all. But he soon forgot it as they passed by the various other rooms on their way to the wardrobe, all of which bore similar glass doors to the control room, thus enabling Spike to steal peeks inside. He was particularly wowed by the sizable swimming pool they passed, and was thinking Pinkie Pie would love to have at it when they finally arrived.

"_Here _it is!" the Doctor proclaimed as he threw open the double glass doors to the wardrobe and marched inside without stopping to look around.

Spike, however, was floored by the massive, warehouse-like, room. It was the simplest in terms of shape and decoration in comparison to the rest of the rooms in the TARDIS, being just a big box-like room filled with rows of shelves and racks, but those rows seemed to go out in all directions, all filled with what appeared to be every type of clothing imaginable.

"Clothes for every occasion," he muttered to himself with a chuckle, deciding this was the room Rarity would love to see. Nopony could probably ever get her to leave again.

The Doctor, meanwhile, had his attention turned to the task at hoof, and was quickly stripping off the remaining tattered clothes he wore, throwing them aside dismissively. "Off with the old," he muttered once he had completely stripped himself naked, "and on with the new!" He then proceeded to grab clothing at random off the shelves and racks, turning and holding them up to himself as he gazed in a nearby full-length mirror, before deciding against them and chucking them aside with a nonchalant "nah!"

He was soon chucking clothes every which way, and Spike soon had to dodge articles of clothing as they were inadvertently thrown his way. Throwing off one shirt that managed to drape itself over his spines, he turned to the Doctor. "Don't you know what you want to wear?"

"Not a clue!" the Doctor replied brightly, pausing to compare two differently colored shirts. He turned to Spike. "What do you think, Mister Spike? Which goes with my mane better, red or blue?"

Spike hesitated. He was never really that fashioned minded, so instead he defaulted to the advice he was always giving Twilight. "Why not just a plain white?"

"White…good idea! Everything goes with white! Except maybe white! But that's not a problem because I'm not white-colored!" The Doctor chucked the two shirts aside and turned to a rack of only white shirts. Sorting through one, he finally found one he liked because he proceeded to throw it over his shoulders. "I like it!" he declared. "But it needs something else…maybe a jacket or a vest…" he started to search through another set of shelves.

"Don't forget the hat," Spike offered, remembering the stallion had mentioned he wanted one as he gathered the discarded clothes so they would be out of the way.

"Oh! Yes! A hat!" the Doctor stopped to consider this for a moment. "What sort of hat should I wear? Hmm…OH! OH! OH!" he turned to Spike victoriously. "_The fez!_ Now is my chance to wear a fez full time!"

Spike frowned, puzzled. "What's a fez?"

"A red, conical shaped hat with a tassel dangling from the top," the Doctor explained, pulling out a few other clothing accessories to examine. He pointed a hoof to the right side of the massive room. "Can you fetch it real quick? It's two rows down, on your left, should be towards the end."

Spike nodded and went to find the appropriate aisle. His initial fear that he would be unable to find the right row despite the directions proved to be unnecessary for the row in question was hard to miss; it was the only one lined with hats, again of any variety like the rest of the wardrobe. The dragon then proceeded to examine through them, trying to determine which one was the hat the Doctor sought. Finally, though, there really was only one that matched the Doctor's description of conical, red, and bearing a tassel. Spike wasn't too impressed with it, but he grabbed it as requested and returned to the Doctor's location. By that point in time the Doctor had settled upon a white shirt (though how he was ever going to button it up with his hooves Spike didn't know) and a vest, both unbuttoned and hanging open at the moment, but otherwise being worn properly on the Doctor's figure. He was now looking through an assortment of ties he had draped around his neck, but he stopped the moment Spike returned, fez in his claws.

"Brilliant!" the Doctor said, very excited by the idea of the hat as he grabbed it from Spike. "Now I will wear a fez, all the time, and no one's going to stop me!" Turning to face the mirror and wearing a big grin, he made a big show of placing it on his head and then studying his appearance in the mirror. His grin fell. "…only I don't like the look of it on me anymore." Angrily, he snatched the fez from off of his head. "Bah! I _knew_ I should've stuck with the fez as a permanent item when I had the chance, _despite_ what people said! I mean, I did it with the bow tie back in the day, and I got away with _that!_"

He chucked the fez behind him in a dismissive matter, grumpily muttering something about a river for a few moments as he glared at the reflection of his hatless head.

"So…no hat?" Spike asked, unsure as usual on what to make of the Doctor's random ranting.

"Oh I'm wearing a hat, Mister Spike," the Doctor said determinedly. "The universe might fight me every step of the way, but I_ will _be wearing a hat for this regeneration. Just have to figure out _what_."

Spike thought about the other hats he saw. "I have an idea, be right back!" he offered, hurrying back to the hat aisle. A moment later, he returned with a hat he thought was perfect for the Doctor. "What about this one?"

The Doctor, who had gone back to narrowing down his selection of ties, glanced at the hat for a moment. "It's classy," he admitted a touch hesitantly. "But it seems a little…I don't know…flashy and over-the-top."

"Exactly!" Spike declared brightly. "It'll match you perfectly!"

The Doctor gave the little dragon an amused look, catching on to what he was implying. "Touché. Guess I'll _have_ to try it now, won't I?" He examined the two remaining ties he had left, and tossed one aside, settling on the other. "But first, can you help me with this tie? I haven't the foggiest idea how to tie one with hooves."

* * *

There were stairs that led up onto the TARDIS control room's balcony, but Rainbow chose instead to fly up to it and peek inside. But save for the glowing conical structure (which Rainbow suspected was part of some kind of power source), there really wasn't much on the balcony except for seating, and cabinets next to the stairs like below. That and an excellent view, which Rainbow could appreciate of course, but she was actually kind of expecting more. Landing again and approaching the TARDIS control panel, Rainbow looked around the control room and saw that, while the room was still undeniably impressive, she had looked at just about everything there was to see.

She had thought about stepping through the double glass doors to see more of the TARDIS, but upon seeing just how expansive the corridor beyond actually was, she worried that if she wandered off without a guide, she'd get lost (and that was saying something if she willingly admitted that), and with the Dimenost on the loose, now probably wasn't the best of times to go and do that.

"Speaking of the Dimenost," Rainbow said to herself, and she turned to the control panel and examined the screen that had been flashing away since the Doctor had left it, to try and see if it would be finishing soon. What she saw though, was simply a mess of swirling circles and lines that didn't really mean anything to her, but probably meant something to the Doctor. It didn't seem like it had finished, though, so Rainbow assumed it had awhile to go still. It was taking longer than she thought it would, though…how much time did they have left before the Dimenost could try getting at them again?

Rainbow rapped her hoof on the control panel for a few moments, debating, then turned and headed to the TARDIS doors, poking her head out. "Hey Flitter, how are things out here? Are the Dimenost…" she trailed off when, to her surprise, she noticed Flitter was no longer present at the TARDIS. Puzzled, she slipped out of the TARDIS to look for her. "Flitter? Where did you go?"

* * *

"So why do you have to work out a whole new outfit?" Spike asked, sitting in a chair and poking at the leftover clothes while the Doctor finished changing behind a folding screen. "I mean, seeing we're on the clock and everything, doesn't it make more sense to just put something simple on to get by in until, you know, we're _not_ threatened by shadowy ghosts from another dimension or whatever?"

"Two words, Mister Spike," the Doctor said as he dressed. "First impressions. I want the image people first see of me to be the sort that is immediately recognizable, the kind of outfit that they just need to look at once and immediately be able to go "oh, that's the Doctor!" Besides, that old outfit I was wearing before was all tattered and dirty. Not at all something I want to go presenting myself in. Besides, I don't like the look of it anymore."

"Then why were you wearing it?"

"Because I was a whole different person then, _obviously!_ I had completely different tastes back then! Besides, I try and make it a point to do things a little differently with every new regeneration."

"You didn't think that about the fez."

"The fez was different because I didn't get to wear it all that often! Which was why I wanted to try it this time around."

Spike kicked at the fez where it lay on the ground after the Doctor had dismissed it. "Yeah, and that didn't last."

"Still worth a try," the Doctor said as he finally emerged from behind the folding screen and sat before Spike, forehooves outstretched. "Anyway, what do you think?"

Spike regarded the Doctor for a moment. He was now dressed in a crisp, long-sleeved, button-up white shirt, wearing a dark blue vest lined with faint pinstripes over top of that and a red tie neatly tucked into it. He had also combed his bronze mane and tail, both now smoothed over, but still retaining the slight frazzle of before along the edges. Finally, placed neatly on his head at a slight tilt was a black, silken, top hat with a silver-blue hat band.

The little dragon grinned. "You look pretty impressive, Doctor," he admitted. "Very…distinct."

"Perfect!" the Doctor declared as he returned the grin and headed for the wardrobe exit. "Now let's get a move on, Mister Spike. It's time to go kick some Dimenost butt!"

* * *

Rainbow returned to the staircase that had led up to the TARDIS's tree branch in search of Flitter, but had thus far found no immediate sign of her pegasi neighbor. She was starting to get worried. She knew Flitter didn't want to be here, but with so much danger being about, why would she wander off _now_? Had something happened to her?

Rainbow stopped at a gap in the leafy growth of the library tree and peered out at the Dimenost still surrounding the structure. Other than the fact that had gone eerily still, they didn't seem to be doing anything of harm, and were still being kept back like the Doctor had promised. Frowning, she turned away and continued looking for Flitter, and finally spied the blue-grey mare casually trotting back into the library, curiously traveling by hoof and not by wing.

"Hey Flitter!" Rainbow called to her, but she didn't respond. Thinking something was up, she quickly took flight and flapped down to land next to Flitter, following her into the library. "Flitter, where are you heading?"

Flitter still didn't respond. In fact, she acted like she wasn't even aware Rainbow was there. Her ears didn't even twitch in Rainbow's direction to suggest she had even heard.

"Flitter…" Rainbow said, moving to look the fellow pegasus in the eye. "Why are you—whoa."

Now that she could see Flitter's face, she saw that Flitter was wearing the blankest expression she had ever seen, her eyes locked straight ahead, her pupils small. She looked like she was in a trance.

"Fliiiiiitteeeer," Rainbow called into Flitter's ear while working to keep up with the mare as she relentlessly crossed Twilight's study and proceeded for the stairs. Rainbow waved her hoof in front of Flitter's eyes a few times, then poked her a couple times in varying places, all attempting to generate some kind of response out of her. To no avail. Flitter remained oblivious to her presence and continued pressing onward.

"Flitter, will you _stop_?" Rainbow barked, flying around and dropping herself into Flitter's path, trying to block her path.

But Flitter didn't stop, and instead pressed past Rainbow calmly and proceeded on downstairs to the library's lobby.

Rainbow stared after her for a moment, completely befuddled, before giving chase. "What the _hay's_ wrong with you?"

* * *

The Doctor and Spike returned to the control room to find the console chirping loudly. The Doctor immediately went to it and examined the readouts on the screen.

"Perfect, the TARDIS has finished plotting the course," the Doctor said cheerfully, working with the controls. "Mister Spike, go grab Miss Filler and get her into the TARDIS. I don't want to leave her behind, not while there's Dimenost still about."

While Spike hurried off to do that, the Doctor brought up the TARDIS's external sensors to check what the Dimenost were up to. He expected them to be still swirling around agitatedly like before, so he was surprised to find they were all keeping eerily still instead.

"Now why are they doing that?" he asked aloud to himself, sensing something was amiss.

"Flitter? Flitter!" Spike called outside of the TARDIS, but soon was returning without the distrusting mare. "She's not out there," he reported, looking worried by this new development.

The Doctor looked up sharply. "She's not?" he asked, further surprised, only to feel the weight of dread sink into his belly as he realized someone else was missing as well. "Where's Miss Dash?"

* * *

No matter what Rainbow did, Flitter persisted on through her calm walk through the library, finally heading for the front door and stepping outside. It left rainbow completely baffled as to why…until she realized that the direction Flitter was traveling in was straight towards the surrounding blockade of Dimenost. And that the Dimenost all appeared to be looking right at her…almost longingly.

Rainbow realized with a start that the two had to be connected, and knew she had to stop this, _now_.

"Flitter!" she cried, grabbing the other pegasus by the tail and digging her hooves into the ground, trying to stop her. "Snap out of it! You're heading right for the Dimenost!"

Rainbow only succeeded in slowing Flitter briefly before part of Flitter's tail ripped out in Rainbow's mouth and she lost her grip. Even though Flitter's dock now had to be stinging from the hairs that had been torn out, Flitter still didn't react and pressed ever closer to the Dimenost. Rainbow didn't know what would happen if she reached them, but she figured it wouldn't be anything good.

Spitting out the hair from her mouth, she took to the air again and flapped over Flitter and dropped down in front of her, pushing her shoulder right up against Flitter's body, trying to push her away. Flitter merely pushed back, gradually pushing Rainbow over the dirt walkway and pressed onward still.

"_Flitter!_" Rainbow shouted, starting to get desperate as she continued to push against Flitter as hard as she could, anything to keep her back from the Dimenost. "C'mon! Snap out of it! Those Dimenost aren't going to do anything nice to you! FLITTER!"

"Miss Dash!" Rainbow suddenly heard the voice of the Doctor, and glanced up in time to see the Doctor, now sporting new clothes, arrive at the library balcony, Spike closely following.

"Doc!" Rainbow called back, grunted as she threw her whole weight against Flitter, to little avail. "I can't stop her!"

"Hold on, I'll be right there!" the Doctor instructed, he and Spike running into the library to hurry on down to the ground level.

"Hurry!" Rainbow urged, before a blast of the Dimenost's stun lightning suddenly lashed out from behind her, striking the ground dangerously close to her hind legs. Startled, she stumbled, and fell down onto her back. Now unobstructed, Flitter pressed onward in her dazed state, walking over Rainbow as she went, her left hind hoof stepping hard on Rainbow's barrel and momentarily winding her.

Rainbow rolled onto her front, trying to catch her breath, as she watched Flitter walk on towards the Dimenost. "No…" she wheezed. "Flitter!"

But it was past the point of getting Flitter to snap out of it in time. She was getting too close to the Dimenost. Already she could see the crackle of energy as the nearest Dimenost charged up their stun lightning again, no doubt this time to hit their intended target.

"No!" Rainbow cried again and forced herself up and into the air, surging for Flitter in one last ditch attempt to stop her.

She heard the Doctor, just arriving at the library's front door, shout in alarm. "Miss Dash, WAIT!"

But Rainbow was already upon Flitter, roughly shoving her out of the way by slamming her body into Flitter's barrel, knocking her to the ground.

She did so just in time for a blast of stun lightning meant for Flitter to strike her instead.

Immediately unconscious, Rainbow's forward momentum carried her a few feet closer to the Dimenost before she hit ground and slid to a stop. It was close enough for the Dimenost to reach her, and the shadowy beings were upon her in a second, managing to grab her and pull her past the invisible barrier that held them back.

"No!" the Doctor cried out, hurrying forward, like that alone would be enough to stop them.

But he knew it was too late. The Dimenost had Rainbow Dash, and he saw now that they had slipped further into this universe, enough that now they _could_ physically interact with the things around them, and therefore they could keep a firm grip on Rainbow, now hidden in the mass of shadowy beings that thronged around her.

"You let her go!" Spike cried out, hurrying forward to join the Doctor.

"**The inhabitants are too late,**" the Dimenost proclaimed suddenly, a note of victory in their tone. "**The Dimenost have obtained what they want. You will soon no longer be a mystery to the Dimenost, Outsider. The Dimenost will have the answers they desire! The Dimenost will prevail!**"

And with that, taking Rainbow Dash with them, the Dimenost all at once began to retreat, surging backwards through the sky rapidly until they were merely a black speck against a night sky that not even it was dark enough from them to hide their blackness in.

When they finally vanished, slipping back into the Fringe to do their deeds, a hauntingly familiar rumbling boom was heard in the distance.


	9. The Fringe

With the trance she had been put into now broken, Flitter slowly came to again. The first thing that struck her was a sharp stinging in her tail that caused her to hiss in pain briefly. This was quickly followed by a wave of disorientation as she realized she was now no longer where she last clearly remembered being and that the space of time separating then and now was nothing but a muddled blur she couldn't quite make out. She sat up, breathing heavily as she rubbed at her eyes with her hooves.

She then looked up and saw the Doctor was standing before her, glaring at her.

"I asked you to do _one thing_," he stated sternly the moment he saw he had her attention. "And you _didn't DO IT!_"

Flitter, intimidated by the display of anger, cowered under the stallion's berating. "D-d-do what?" she stuttered.

"_Don't stare at the Dimenost!_" The Doctor snapped. "I _warned _you that they had telepathic capabilities, and that staring at them, letting them know you were watching them with unprotected eyes and an open, easily influential mind was a bad idea, but you went and did it _anyway!_"

"What—what are you_ talking_ about?"

"They _mind controlled_ you, Miss Flitter! Put you in a trace! Made you their little _puppet_ to control as they wanted, and tried to make you just _give yourself up to them!_"

"They can _do _that? _Then why the hay didn't you say that's what would happen when you stare at them?_"

"_I shouldn't have HAD to!_ Wasn't warning you _not to do it_ warning enough!?"

Flitter opened her mouth to respond, but no words came out. After a moment, she closed her mouth and hung her head.

"That's what I thought," the Doctor said, and calmed down some. It was clear he still was not happy with her though. "So I hope you're happy with yourself, Miss Flitter."

Flitter glanced around, seeing she was lying outside the library, not far from its front door, and that only the Doctor and a shell-shocked Spike were present save herself. "Why?" she asked, almost dreading the response. "What happened?"

The Doctor sighed. "Because you had gotten yourself in danger, Miss Dash attempted to intervene," he explained. "So now _she's_ taken the place that was meant for _you_ trying to save your butt. The Dimenost have Miss Dash."

Flitter felt her throat choke. "What?" she breathed. For a long moment, she simply sat there in silence. Then, without warning, she felt a flood of anger wash over her as she locked eyes with the Doctor. "This is all YOUR fault!" she snapped. "If you hadn't turned up, none of this would've happened, and don't you DARE deny it!"

"_I'm not!_" The Doctor said, turning on her again suddenly, but just as quickly turned gentle as it became clear what truly bugged him about this mess. "I know this this all happened because of me. Don't think I don't feel badly for it, that I don't blame myself for this anymore than you blame me. But I was trying to set things right _before _something like this happened. And in order for that to have happened, I needed you to _listen _to me! Because I think it's safe to say that I'm the only person here who knows enough about the Dimenost to try and pick a fight with them and win."

"And _that_, Doctor, is what sets you apart from the others, at least for _me!_" Flitter argued back. "Maybe you _do_ know more about what's going on, but that doesn't mean I can accept that you're really the one who knows _what's best to solve it!_"

The Doctor regarded her for a long moment. "You don't trust me."

Flitter was silent for a moment, averting eye contact. "No," she admitted finally. "And I never did."

The Doctor nodded to himself for a few moments. He adjusted the top hat he wore. "Well," he said finally. "I'm glad we settled that." He turned and started a determined walk towards the library.

"Where are you going _now_?" Flitter asked him.

"I'm taking the fight to the Dimenost," he responded, glancing back at her without slowing.

Flitter stared after him. "You just don't give up, do you?"

"No, I don't, _Miss Flitter_," the Doctor responded, stopping in the door of the library. Flitter realized suddenly he had been abruptly getting her name right, and it was quite deliberate. "I'm not one who just gives up when the going gets tough and let the malicious win and walk all over me, because that means innocent beings get hurt in the process who have done nothing to deserve it. And I'm not about to start now. Besides, _someone_ is going to have to get Miss Dash back." The Doctor stared at her for a moment. "Seeing she wound up in this position helping_ you_, I would think you'd want to help."

Flitter immediately took a step back at this. "No, I've had enough of all of this," she said, deciding. "I'm not risking my life trying to fix _your_ mess. This is where I put my hoof down, Doctor. I didn't ask to have any part of this, so now I won't. I'm going home."

"Then you had better hope I succeed," the Doctor stated firmly, pointing a hoof at her. "Or there won't be a home for you to return to before long." He turned to the little dragon that had been standing to one side watching, in silence, the two ponies argue. "Are _you_ coming Mister Spike?"

Spike turned to the Doctor and grinned, moving to join him. "Try and stop me, Doctor."

"Thatta boy," the Doctor said and urged the dragon on into the library. He turned back to Flitter and the two stared at each other for a long moment.

Flitter shook her head. "You're crazy."

"You're distrustful."

"You haven't given me much reason _to_ trust you!"

The Doctor stared at her for a moment. "And that, Miss Flitter, is what sets _you_ apart from the others."

And with that, he slipped into the library and shut the door behind him without looking back. He and Spike proceeded to head back to the TARDIS by going through the library as they had done before, the Doctor stopping only long enough to retrieve his sonic screwdriver from where he had left it powering the now mostly unneeded barrier to keep the Dimenost back. Arriving back on the balcony, though, they both stopped to watch as they saw Flitter flying off, away from the library and back to her home. Like the Doctor when he turned her back to the pegasus, she did not look back.

The Doctor watched her for a moment, then turned and headed up the staircase. "Let's get a move on, Mister Spike," he urged softly.

Spike hung around to watch Flitter leave for a moment longer before heaving a disappointed sigh and following.

* * *

As Rainbow slowly regained consciousness, she was immediately aware that something was wrong.

First thing she noticed was that the air seemed off. It was still plenty breathable, but it had a taint to it that made it seem…foreign. It also felt wrong, like it didn't feel quite like how air ought to feel.

Gravity also seemed off. Instead of pulling at her just one direction like normal, it felt like it was pulling at her from all angles at once and yet not at all altogether. Like it was there and _not_ there at the same time. For a pegasus, who was instinctually very reliant on that feel of gravity, the effect was very disorienting.

And this was all before she opened her eyes. Eyes that she was now inclined to keep closed a little longer, for fear of what she might see. But ultimately, she opened them anyway. And was immediately startled by what she saw staring back.

"_Holy horseapples!_" she swore aloud, pulling her face back from the ghastly creature gazing down at her.

It bore a pointed, black face with faintly glowing white eyes that were simply _white,_ bearing no sort of pupil or iris of any sort. It also had a large mouth filled with a frightening array of dangerous, pointed, teeth, bared in what seemed to be a perpetual grimace. It had arms, but not a consistent number of them and they did not seem to be properly mounted to the creature's body, instead moving about freely, moving around the thing's form. Save for the arms, though, the creature had no other limbs on its body, said body simply narrowing down to form a floaty tail and giving it an overall teardrop-like shape. But even its body seemed bizarre, as it seemed to be made of solid, fluid, and wispy substances all at the same time. And as Rainbow looked around, she saw it wasn't alone; more creatures just like it surrounded her in a sort of circle, and she caught sight of more wandering around in the distance.

Almost like shadowy ghosts.

With another start, Rainbow realized they were Dimenost, in their true appearance.

She also realized she wasn't anywhere near home anymore, for the horizon she saw was not Equestria's, but instead an eerie world that was nothing more than miles of swirling, purple-blue mist stretching in all directions for as far as she could see, and seemed to have no true up or down. With a third start, Rainbow realized there was only one place she could be at the moment, and that was the Fringe the Doctor had spoken of.

She tried to move, to do something to get away, but found she was bound down by her hooves to a flat, table-like surface in a spread-eagle position, her belly facing upwards. The table seemed to be like the Dimenost, not quite solid but not quite mist, but despite this, it held strong like no material Rainbow knew of to compare it to. So finally, she stopped and returned to glaring up at the Dimenost that hovered over her.

"**The inhabitant will submit**," it instructed in its unearthly voice when it saw Rainbow relax her attempts to escape.

"And if I say no?" Rainbow challenged back, her voice sounding weird in the Fringe.

"**It will be futile**."

The Dimenost suddenly ran one of its bizarre claws across Rainbow's temple, its touch surprisingly gentle, physically. But the moment the claw made contact, an electric jolt shot through Rainbow, and she found her memories burst open in her mind against her control. By the time the Dimenost removed its claw again, Rainbow had already relived the entire events of the past night in one intense, emotional, blur, leaving her very jarred and her heart racing. The Dimenost's toothy grin grew at the sight of her negative reaction to this, now reaching to grab Rainbow's head with two sets of claws.

"**The Dimenost will have the answers they desire**."

* * *

"So what's the plan?" Spike asked as the Doctor led the way back into the TARDIS.

"We slip in the Fringe, grab Miss Dash, stop whatever it is the Dimenost are doing to force open the tear and send them back where they belong, and be back in time for breakfast," the Doctor summarized quickly as he hurried around the TARDIS's control panel, flipping switches and pulling levers.

"Simple and straightforward," Spike summarized as he joined the Doctor at the control panel. "I like it!"

The Doctor grinned. "I thought you might." He continued working with the controls. "The trick is going to get into the Fringe without the Dimenost noticing and stopping us from even getting close to wherever they're keeping Miss Dash. Time Vortex residue tends to stand out more than usual in places like the Fringe…"

"What's the Time Vortex?"

"Uh…oh how do I explain this? It's sort of another plane of existence beyond the fabric of space-time that enables a craft to travel anywhere, anywhen, enabling it to move without moving in the traditional sense." The Doctor noticed the blank look Spike was giving him by this point, and changed his approach. "It's what the TARDIS goes through to travel through time and space."

"Oh!" Spike declared, understanding. Then his face went blank again. "Wait…_time_ and space?"

"Yeah, I travel through time too," the Doctor added casually. "I did mention that, right?"

"Uh…_no_…no you _didn't_." Spike gaped at him. "You actually get to travel through _time_? Like…skipping ahead a year sort of time travel? You actually can _do_ that?"

"Well guess what? Now you get to too!" the Doctor declared as he suddenly threw a lever on the console.

The TARDIS suddenly jolted sharply as it began to work, making its distinct whirring noise, feeling like the world outside the box had suddenly vanished and was now falling haphazardly through nothing. Spike quickly grabbed one of the control room's supporting pillars to keep from getting flung around, yelling as he tried to adjust to the jarring experience.

The Doctor, however, seemed to enjoy it. His excited face was lit up by a scrolling bar of light that ran up and down the metal bar in the control panel's glass column while he flipped controls. It rose and fell in time with the whirring the craft produced. "Woohoo!" he crowed as he piloted the impossible craft through time and space. "Tally hooooooo!"

The flight stabilized some, enough that Spike felt able to be able to make a wobbly walk towards the Doctor. "It's a lot rougher than I expected!" he admitted, shouting to be heard over the rattling and whirring the TARDIS made as it flew.

"Really? It's going a lot smoother than I had anticipated!" The Doctor suddenly slapped his hoof on a few buttons and flipped another lever. "Hard left!"

The room lurched suddenly to one side and Spike was sent skidding away before he had a chance to retaliate.

* * *

"—But it did! A different _kind_ of—with you and falling off of cliffs—I saw that _thing_ slam into your house—Isn't that a might dangerous—Tally ho—Aww yeah—something of a traveler—clear this sky in ten seconds flat—Just call me the Doctor, Miss Dash—any new moves in your tricktionary—got a problem with that—Like _hay_ I do—totally twenty percent—Did you _break in_—Oatmeal? Are you _crazy_—are you going to do, _Rainbow Crash_—Ponyville just got a little less peaceful—Hairity, Rainbow Crash, Spitty Pie—little place you've probably never heard of called Gallifr—"

Rainbow suddenly snapped back into reality as the Dimenost removed its claws from her face, the onslaught of memories racing through her head suddenly ceasing. But for several seconds she was barely aware of it as she tried to get her body and mind to calm back down under the surge of emotions that was still pulsing through her. The…_sorting_ through her mind the Dimenost had done was intense as well as physically and mentally draining yet it couldn't have taken more than a minute at most. She scarcely could even recall all the details it was so fast, but judging from the rawness of her throat, she had been driven to the point of screaming at least more than once.

As shaken as she was, though, she could help but watch as the Dimenost that had mentally assaulted her rose up and seemed to draw the attention of the other Dimenost that hovered nearby, watching the proceedings.

"**The inhabitant has yielded!**" it declared. "**The Dimenost have the answers! The Dimenost have identified the Outsider! The Dimenost know of the Doctor!**"

The other Dimenost began to stir and murmur at this news. It seemed it was all they needed to know the full depth of the situation, and it seemed it was not good news to them.

"**The Dimenost must prepare!**" the Dimenost continued. "**The Time Lord is coming!**"


	10. The Time Lord

The ride in the TARDIS was mostly chaotic as Spike got tossed around the spacious control room that didn't seem nearly as spacious now due to how many times Spike kept running into things before he finally secured himself a firm clawhold. But thankfully it didn't last before the TARDIS finally started to stabilize and went into a much smoother flight, so much so that, in comparison to before, it felt like the TARDIS wasn't even moving anymore.

Spike hesitantly looked around the suddenly still TARDIS. Meanwhile, the Doctor continued to work with the control panel, still whirring away, stopping only to briefly adjust his top hat. He had somehow had kept it securely on his head during the whole flight.

"…are we there yet?" Spike found himself asking finally, making an inward wince at the cliché phrase he used without meaning to.

The Doctor, like everything he did, took it in stride. "Not yet," he explained. "We're only halfway at best. Have to make a few final calibrations before we make the final jump into the Dimenost's spectrum of reality. Think of it as a pit stop."

Spike heaved a heavy sigh of relief. "I could use one after all of _that_," he remarked.

"Yeah, sorry about that, hit a lot of temporal turbulence. Not uncommon for this kind of trip, but I tried to minimize it as much as I could."

Spike walked over to the control panel and poked his head up so to watch the Doctor work. "So…temporal turbulence…" he began. "I know temporal means time, so…does that mean we traveled through time?"

"Sort of," the Doctor admitted. "It's more along the lines that we've entered a spot in the fabric of the universe where time flows differently, to the point that, for you and me, it's not moving at all." He stopped to flip a few switches with one hoof while he rubbed his chin thoughtfully with the other. "Though I suppose that, counting the technicalities, yeah we did, so congrats Mister Spike. You're a time traveler now."

Spike, suddenly feeling put on the spot for what seemed to him what should be a momentous occasion, sheepishly glanced around. "It doesn't feel any different."

"Cool, isn't it? Unfortunately, this next bit isn't going to be _quite_ as pleasant." The Doctor gripped the control panel tightly before flipping one last switch. "Better brace for a dimensional jump!"

"Brace for a _what_?"

The TARDIS suddenly began to vibrate, and then without warning, light suddenly started to behave funny as the spectrum of color seemed to shatter and distort. For a brief moment Spike started to see two or three of everything, feeling a sensation of alienness wash over him as the very air suddenly felt like it was being altered, changing texture and feel. Then, as suddenly as it started, it stopped, and space snapped back into its usual appearance, though a little fuzzy along the edges. The Doctor simply shook himself once, like he had stepped through of a cold shower, but Spike, momentarily feeling fine, was suddenly struck with acute vertigo as the room abruptly seemed to spin. He toppled over as he lost his balance and felt his stomach clench up, the ice sapphires he had eaten earlier in the evening threatening to make a return trip.

"Ooh, I don't feel too good," he moaned, beginning to hyperventilate.

"Don't worry, you're just suffering from some extradimensional illness. That always happens when one jumps spacial dimensions, it's perfectly natural, though it takes a little getting used to. It's brought on by the body attempting to adapt to the shift in its perception in reality, and it can mess it up a little for a few brief moments. Symptoms can include nausea, vertigo, light-headedness, borborygmus, and in semi-rare cases, an intense rash with those with sensitive skin. Though I doubt a dragon _ever_ has sensitive skin with _those_ scales."

Spike barely heard as he clutched his rumbling stomach and fought to keep his late-night snack down where it belonged, belching an unpleasantly bile-laced burp. "Not helping, Doctor," he groaned.

"It's just temporary, it'll pass," the Doctor reassured as he continued to work with the controls, seemingly unbothered by the illness like Spike was. "Just relax and breathe through your nose. That should help."

Spike took the advice, forcing himself to relax and took deep calming breaths through his snout. True to the Doctor's word, it helped, and gradually Spike's stomach started to settle down and the room seemed to spin less. Meanwhile, the Doctor kept working at the controls before the TARDIS made a cheery ding and he grinned.

"All right, the jump is complete," he noted, scanning the readouts. "We're in position to progress forward, and the TARDIS properly attuned to minimize detection. I'm _positive_ the Dimenost won't see us coming. _Expect_ us, probably. But actually _see_ us, no. Not until _I_ say so." He resumed working with the controls. "We just need to find that darn tear…shouldn't be too hard, given the Dimenost will undoubtedly be forcing it open somehow…however they're doing it must be producing a massive amount of energy, energy that should be easy to detect from our current position."

Starting to feel better, though still a little queasy, Spike slowly sat up. "And then?" he asked.

"Then we get Miss Dash back, Mister Spike." The Doctor's determined tone suggested that failure on this task was not an option.

Spike was quiet for a moment. "What do you think they're doing to her?" he asked finally, unable to resist any longer.

The Doctor paused, and sighed. "Searching her mind for data, most likely," he said. "Then, probably use her for bait to lure me in, because by then they'll have no doubt figured out I'm a Time Lord, and they've encountered Time Lords before, or heard of Dimenost who have, so they know what we're capable of. While they wait, they'll probably no doubt use Miss Dash to share what she knows with other Dimenost through repeated telepathic links with her mind."

Spike's eyes widened, remembering what the Doctor had said before on this subject. "But you said that could—"

"Yeah. I did." A morbid moment of silence fell then the Doctor continued. "Therefore we need to act quickly. We rescue Miss Dash soon and she shouldn't suffer any lasting damage."

Spike frowned. "Yeah," he said dejectedly. "Like the trauma of it all isn't damaging enough."

The Doctor paused then turned approached Spike, placing a comforting khaki hoof on the dragon's shoulder. "Hey," he said softly. "Miss Dash is strong. She'll pull through. You just watch."

"Yeah, I know," Spike said, forcing a weak grin. It quickly faded again. "It's just…I'm starting to get…_put off_…by all of this danger stuff that hanging around you seems to come with."

"Well, it's not _all_ danger," the Doctor promised. "Besides, some of the things you see in a life like mine, Mister Spike…" he sucked in his breath and closed his eyes, recalling the astounding things he had seen in his long life. "It puts new perspective on reality. Makes you cherish it and what's around you all that much more. And to me…that's worth it." He grinned then patted the dragon before heading for the TARDIS doors. "C'mere," he said, motioning for Spike to follow. "I think you'll like to see this, if you're up to it."

Spike tested his balance, saw he was over the worst of the extradimensional sickness, and walked after the Doctor. "See what?"

"The view," the Doctor replied, and threw open the TARDIS doors.

What Spike saw beyond the doors was a mindboggling display of stars, more bunched into one sky than he had ever seen before, some so massed together that they looked more like glowing wisps of blue-white energy than stars. The sky behind it seemed aglow with a mist of deep midnight blue-like color, and Spike realized it was because there were even more stars sitting behind the foremost behind it, enough that it made it seem like the whole sky was alight, with not a single corner of it unlit in some manner. The massiveness of it all was staggering.

"What is this?" Spike breathed, in awe.

"That, Mister Spike," the Doctor said, slow and deliberate, "is your universe."

Spike's jaw dropped as he realized the sense of massiveness he was seeing was not exaggerated. "_That's_ the universe?" he whispered. "All of it?"

The Doctor nodded. "Right now we're right on the very tippy edge of it, looking back in, right on the boundary line dividing it from the Fringe. Well, relatively speaking, the dimensional jump complicates one's exact location a little but…that's complicated."

Spike stared at the humbling sight nonetheless. "So that's literally all of it? The whole universe?All of the stars and-and-and planets, and…_everything?_"

"Well, everything in _this_ universe, yes," the Doctor confirmed. "To _truly_ see everything in the whole of reality in one view would require a vantage point I haven't found yet, but I'm working on it. A little side project of mine, if you will."

Spike glanced at him, a little surprised at how casually the stallion spoke of it. "You must see this sort of thing a lot," he guessed.

The Doctor winked and didn't answer. Instead, he silently returned to the control panel to keep working.

"So that must be quite a life, doing what you do," Spike went on, gazing back out at his universe again, astounded he was actually getting to see it like he was.

"Well," the Doctor said, his tone turning somewhat solemn as he focused on his work. "Sometimes it gets a little lonely."

"I guess there wouldn't be much point in seeing all of this if you didn't have someone to share it with, huh?"

The Doctor remained silent. Fortunately, the TARDIS saved him from having to answer by beeping at him. The Doctor glanced at the corresponding readout. "Ah, _there's_ that pesky tear."

He flipped a few controls and the TARDIS began to gently move again, slowly pivoting around. Spike watched from the open doors as the universe slid slowly to one side and out of view just to be gradually replaced with a stretch of mostly inky blackness, broken only by a few straggling stars and a few wisps of unknown energy. Spike realized this was literally the edge of the universe he was looking at. But as the TARDIS ended its pivot and started to gently move towards this intimidating barrier, Spike noticed a small purple smudge in the blackness that looked something like a literal crack in the universe.

"I think I see it!" Spike announced, squinting his eyes at the tear.

"Well, it's going to get a whole lot closer," the Doctor announced, nudging a lever to make the TARDIS travel faster.

The TARDIS picked up speed, and the tear slowly started to become bigger. It was soon clear to Spike that it only looked so small because it was still so far away, relatively speaking. Up close it was quite massive, more than enough to swallow up the whole of the TARDIS, even if it _wasn't_ smaller on the outside. And it looked to be growing even bigger still as Spike gazed at it.

"Holy guacamole, it really _did_ get bigger," Spike said once he realized just how big it actually was.

"And I think I know how they did it," the Doctor said, staring at a readout.

Spike, closing the TARDIS doors, joined him at the control panel and looked at the readout too, even if he couldn't understand the circular writing displayed upon it. "How did they do it, then?"

"Quite simply, actually, I kind of want to kick myself for not realizing it sooner," the Doctor explained. "But those Dimenost, they're a clever bunch. Clever, clever, clever. Basically, Mister Spike, they simply took some Fringe-matter they had lying around, arranged it so they could have Dimenost in position to keep it continually supercharged with their stun lightning—only its more potent in the Fringe—and then used all of that as a kind of _wedge_ to drive into the tear and try and force it to open wider rather than close back up like it would naturally. It's the simplest idea in the universe, and that's the beauty of it." He stared at the readouts for a moment. "Pity it's causing harm, then. It really is a clever idea, this wedge thing, but it can't stay."

Spike thought about it for a moment. "So…if we forced their wedge back out of the tear and kept them from using it, would the tear just close up like it's supposed to?"

The Doctor nodded, and ruffled the dragon's spines with one hoof. "Now you're catching on," he praised. "But first things first. We still have to get into the Fringe without them noticing."

But it wouldn't be long before they found out, for the TARDIS was coming very close to the tear. So close that from the outside, one could see the Dimenost firing their stun lighting into the semi-solid "Fringe-matter"—as the Doctor had called it—that made up their wedge. It wasn't shaped like any wedge Spike knew of, but he assumed that if he asked, the Doctor would say the reasons why were "complicated," so he didn't comment on it. Finally, they reached the threshold of the tear, and with the TARDIS shuddering slightly, slipped right on through without much event.

"We're in," the Doctor announced, keeping his voice down almost like he was afraid he'd be overheard by the Dimenost if he spoke too loudly. He checked the readings. "And we haven't been noticed. Perfect. Now, let's do a scan for some lifeforms, shall we?" New readouts started to turn up on the screen as the Doctor worked the controls before turning up a rough picture of their surroundings with dots marking the locations of all the life in the area. "Let's see here, Dimenost, Dimenost, Dimenost, Dimenost, Dimenost, ah ha!" He jabbed a hoof at one point on the screen and grinned. "_There_ you are, Miss Dash."

* * *

The Fringe became much more active after the Dimenost's announcement of the Doctor's coming, and soon it was alive with whole swarms of the shadowy creatures zooming back and form, carrying out who knew what to prepare. Rainbow, however, had other things to worry about, because this had led to a mass gathering of Dimenost around her. Each one of which would, almost in passing, swoop in, probe her memories, and then swoop off before another would immediately take its place. Eventually, Rainbow realized that just because one had found out the information they needed, didn't mean all the others knew it too. They were just "sharing" it now, by allowing them all to come in and take a glimpse for themselves at their leisure.

Unfortunately, the strain of such continued mental probing was starting to become too much for Rainbow and it all started to blur together into a haze of fractured memories, revived emotions, and mental strain.

"Stop it, just stop it!" she found herself beginning to plea. Part of her hated herself for having broken down to such a state already, having always wanted to think of herself being better than this, but it was simply getting to be too much. Even when she knew what to expect, the whole effect of the mental probing was too jarring and stressful on her, her body, and her mind, and it didn't help it was now coming as a near nonstop onslaught of abuse.

And what made it worse was that the Dimenost didn't even seem to care.

So on and on it went, until suddenly the Dimenost stopped. Rainbow didn't notice at first, too busy trying to shore up her strength for the next probing, but even once she had, she almost didn't care, relieved to have a reprieve of any length so to regain her strength with. But gradually she realized the Dimenost weren't paying attention to her anymore, and had all stopped and were looking around their realm, as if puzzled.

"**There is something amiss**," one of them deduced, sounding actually concerned.

It was then that Rainbow heard a click echo out, followed by the screech of what sounded like a megaphone.

"You bet your wispy behinds there's something amiss!" a familiar and amplified voice exclaimed.

Rainbow's eyes widened, first with surprise, then with relief. "_Doc_," she whispered.

"You know, the funny thing about rips and tears in space-time," the voice of the Doctor continued while the Dimenost all attempted to pinpoint its source, "is that while they can certainly let something out, they can also let something_ in_. But you Dimenost didn't stop to think about that, oh no, you're all too almighty, so who could _possibly_ reach _you_? Well, here's the answer: _me_. Me, who does _not_ take your scheming lightly. Me, who will _not_ tolerate the abuse of the innocent! _Me_, who will go to any lengths to _stop_ you, and _not only_ can I bring the fight to the Fringe, I can, _and will_, _STOP_ you, right here, right now!"

Suddenly a familiar noise started to fade into hearing range within the expanse of mists.

_Whirr…whirr…whirr…_

And then the TARDIS emerged from within the purple-blue mists, having slipped past all the Dimenost and now hung near the surface Rainbow was restrained to, floating behind her head so she had to twist around to see it. Panic arose among the Dimenost and they surrounded the device.

The Doctor either didn't notice or didn't care. "Oh, you Dimenost are in trouble now," he said through whatever it was he was using to amplify his voice.

The doors of the TARDIS suddenly burst open, and there he stood, outlined by the comparatively brighter interior that provided a brilliant backlight with shirt, vest, top hat, and all was the stallion himself.

The Doctor grinned at the Dimenost. "Because I'm here to make a house call."


	11. The Doctor

"Doctor!" Rainbow exclaimed in joy and immense relief.

"Miss Dash!" the Doctor replied brightly. "Be with you in just a moment!"

"**The Dimenost knows of the Doctor!**" the Dimenost declared, sounding threatening as they closed in on Rainbow and the TARDIS. "**The Time Lord will not defeat the Dimenost!**"

"Too late, already here," the Doctor replied tauntingly, signaling into the TARDIS with one hoof. "You're good as defeated now, and I think you know it, too."

It was not what the Dimenost wanted to hear. Many of them let out an enraged yell and charged at the stallion teasing them. But then a determined Spike appeared by the Doctor's side, pointing the Doctor's sonic screwdriver at them. The sight of it was enough to cause the Dimenost to halt their charge, remembering their last encounter with the device.

"That's right, you better keep back now!" the Doctor warned when Spike did this. "The sonic's several times more potent in the Fringe, and I _really_ don't want to see anyone else hurt tonight. It's been a _bad_ enough of a night as it is."

"**The Dimenost will prevail!**" one of the shadowy beings proclaimed.

"So you keep telling me, but really, this can only end in either a terrible fight between these two sides which you have no _real _guarantee of winning…or with us agreeing to go our separate ways in peace." The Doctor narrowed his eyes. "I'd _advise_ you to take the latter option."

The Dimenost continued to hesitate, but gradually, one or two started to nudge forward again, testing their boundaries. Finally one of them lashed out with a bolt of lightning, striking the frame of the TARDIS in a fury of sparks. It just missed the Doctor's head. Spike yelped, but responded by thumbing the switch on the screwdriver. It immediately let out its whirring noise, distorted and several times amplified in sound, releasing a pulsing effect that could be felt as it bashed against its inhabitants, driving them back. It was enough that even Rainbow had to brace herself against the noise, doing her best to shield her ears. Soon the Dimenost were driven back, resorting to swooping around the general area in a menacing circle. They were still a danger but for the moment out of the way.

The Doctor nodded to Spike, who switched the device off again to adjust its settings. "Well, I had to try," he confessed aloud, "But anyway, let's get you loose, Miss Dash."

Spike pointed the sonic screwdriver at the platform Rainbow was restrained to, and with a pop, the bindings came free. Rubbing her fetlocks briefly, Rainbow quickly rolled over onto her hooves and stood for the first time in what felt like hours.

Meanwhile, the Doctor jumped down to join her on the peculiar, floating, surface. "You all right?" he asked.

Rainbow simply grabbed him in a hug, fighting back tears and overcome with relief. Embarrassed by her emotional state, she repeatedly tried to explain why to the Doctor, to reason away her distraught state and try and keep herself composed, but wouldn't get further than a syllable before stopping short. The tears came despite her pride, simply needing to be let out.

The Doctor seemed to understand anyway, and after a split second of hesitation, returned the hug, giving her an assuring pat. "It's all right," he said softly. "It's over now. The Dimenost won't even _touch_ you anymore, I won't let them. I promise."

Rainbow nodded, reassured, as she started to pull herself together again. "Thank you for coming for me," she croaked.

"Thank _you_, Miss Dash, for holding on long enough for me _to_ come."

"It wasn't easy. Those…_things_…they showed no restraint, no mercy…I-I was scared, and…"

"Shh." The Doctor patted a hoof on her mane. "Don't be ashamed Miss Dash. It was the fear that kept you from giving in to them. And there was nothing wrong with that. I'd rather have that," he looked her hard in the eye, "than to see you become a broken mare under that onslaught. That's what would've happened to a lesser pony. Something I can see without a doubt that you are most certainly are _not_."

Rainbow nodded slowly, and heaved a final calming sigh. Confidence suddenly seemed to return to her. But, suddenly aware of how they looked, she pulled out of the hug, sheepishly patting the stallion on the shoulders. "Um…well…nice hat," she remarked, at a loss at what else to say at this point.

"_Yes_ I know, it's a top hat, I wear a top hat now," the Doctor explained proudly, taking the change in subject in stride as he adjusted the hat on his head. "Looks good, don't you think?"

Rainbow just grinned.

But the moment of peace ended there. The Dimenost began to be restless again, swooping dangerously close to where they stood. More than one lashed out at the TARDIS with their lightning, knocking it out of position until it slammed into the edge of the surface Rainbow and the Doctor stood upon. The resulting jolt knocked both ponies over, while Spike, still in the TARDIS doorway, would have been flung from the box if he didn't grab the door's handle. Now he hung helplessly from it as the TARDIS started to drift to one side, pilotless. But the Doctor was more focused on the Dimenost swooping in for another run.

"Miss Dash, look out!" the Doctor suddenly exclaimed, grabbing Rainbow and forcing them down on the edge of the platform, so their weight would imbalance it and make it flip.

He did so just in time, for a series of lightning bolts, meant for them, struck the underside of the platform as it overturned. But this also caused the two ponies to fly off it and into the expanse of the Fringe. The Doctor managed to land roughly on the TARDIS roof. Rainbow, however, was flung out into empty space in the opposite direction. Initially trying to take flight like she would in Equestria, Rainbow quickly found her flying out of whack. Because the Fringe's gravity pulled at her from every direction at once, every beat of her wing was more than enough to force her in any direction they pushed off into. This resulted in the baffled pegasus flipping again and again, out of control.

Until Rainbow realized that this meant she didn't need to flap to keep herself up in the air. She just needed to glide and steer.

Meanwhile, the Doctor and Spike were trying to get back into the TARDIS, but the Dimenost moved faster, sparkling as they closed in. They were only stopped when the ringleader got clocked by a bit of Fringe-matter, and their attention suddenly shifted to the blue pegasus who'd thrown it.

"Hey, Dimenost!" Rainbow shouted at the swarm. "Look who's hoof-loose and fancy free! And I just _beaned_ you with a _space rock!_ Neeaner-neeaner-neeaner! Your mothers were all dust bunnies!"

"Miss Dash, what in the name of Kasterborous are you doing?" the Doctor exclaimed at her as the Dimenost veered away from the TARDIS and at the pegasus annoying them, deeming her the greater threat.

"Returning the favor!" Rainbow replied before motioning at the Dimenost. "C'mon you clouds of soot, come and get me!" She stopped to dodge a number of lightning bolts thrown her way. "That's right!" she said, waggling her rump tauntingly at the oncoming swarm. "You want me? Then try and keep up!"

With a burst of speed, Rainbow took off into the distance, aiming for the only visible landmark in the Fringe she could see: a cluster of Fringe-matter of varying sizes. When she left, the Dimenost started to trail after her, drawing them away from the TARDIS. Understanding what the reckless pegasus was doing, the Doctor took action. First helping Spike into the TARDIS by swinging the door he hung from closed, the Doctor then dropped himself through the remaining open door, planning to land on his hind feet, but forgot to remember he was a pony now and ended up landing on his back.

Spike quickly helped him back up again. "We gotta go help Rainbow!" he cried urgently to the Doctor.

"And we will!" the Doctor promised, popping his back and returning his top hat to his head. A plan was already forming in his head. "But I need your help, Mister Spike!"

Spike stood straighter, ready to take the challenge. "What do you need me to do, Doctor?" he asked.

The Doctor pushed him towards the control panel. "I need you to fly the TARDIS for me!"

Spike paled. "Wait, _what?_"

* * *

Rainbow—having quickly gotten the hang of flying in the Fringe, as it was really more like gliding in literally any direction she pushed off in—arrived at the cluster of Fringe-matter in moments, the Dimenost pursuing her as planned. Hoping that would be enough for the Doctor to come and intervene, she started dodging pieces of unearthly matter, trying to lose the chasing creatures. Upon that failing, she decided to seek a place to hide.

Lots of the pieces of Fringe-matter were significantly larger deeper into the cluster, to the point that there were some that were bigger than Ponyville's town hall. So Rainbow made her way there, looping around several pieces of Fringe-matter as she attempted to at least put some distance between her and the pursuing Dimenost. Once she felt she had, she aimed for one large piece, swooped behind it, and then while she was behind it, quickly veered off to duck behind a different piece nearby, hopefully without the Dimenost noticing.

There she pressed herself against the sort-of solid surface of the matter, breathing heavily as she waited for a sign to see if her stunt worked. At first it seemed it did, and the Dimenost had lost sight of her. But then she saw a massive bolt of lightning strike a boulder of Fringe-matter that was hanging above her hiding place, sending it hurtling towards her.

Rainbow wrinkled her snout. "Nuts," she muttered before taking off again just as the two boulders collided.

As she flew off, the Dimenost of course saw her again, and promptly, as one great swarm, they turned to give pursuit. Rainbow led them on through the rest of the cluster of Fringe-matter, but once through, she took a glance back at the swarm. Her eyes widened at the sight, then surged onwards as fast as she could.

Behind her, a massive swarm of Dimenost, having tripled in size since she started luring them away from the TARDIS, started to arc around to give chase. If they caught up with her, Rainbow knew she would be in serious trouble.

"C'mon Doc," Rainbow muttered as she focused now on putting as much distance between herself at the Dimenost. It was not an easy feat considering the Dimenost moved much faster in the Fringe. "Where are you?"

Where was soon revealed when the TARDIS came flying out from behind the swarm, flying along in a very erratic path, but was rapidly overtaking the Dimenost as it headed for the blue pegasus leading the chase. Standing in the open doorway and monitoring the craft's path, was the Doctor. Carefully, he eyed the distance between him and Rainbow still.

"Now, Mister Spike!" the Doctor called before popping the sonic screwdriver into his mouth.

Behind him, standing on the control panel so he could reach all the buttons and switches, Spike worked to keep the TARDIS flying steady while using his left foot to flip a nearby switch. With a thud, the TARDIS veered to one side, pulling in front of the swarm. Spike then worked to line the TARDIS up with Rainbow under the Doctor's guidance. Even with that, the Doctor's quick crash course on flying the craft, and having the controls set on basic, Spike was struggling to keep it straight in his head.

Still, he managed, and the unsteady flying had its benefits when the TARDIS accidentally clipped one of the shadowy beasts, knocking it aside with a hard thud. The Doctor chased a few other surrounding Dimenost away with a few quick bursts from the sonic gripped between his teeth, then motioned to Spike to pick up the speed.

"Mifhth Dathh!" the Doctor called out as the TARDIS neared Rainbow then remembered he still had the sonic in his mouth and removed it. "Miss Dash!"

Hearing, Rainbow glanced behind her and saw the TARDIS flying right behind her, the Dimenost closing in behind it. Seeing she was only going to get one chance at this and having faith the Doctor had it lined up right, she closed her eyes then flung out her wings in a breaking maneuver. Her speed dropped instantly and she sailed backwards to the TARDIS, through its open doors, to crash into the awaiting Doctor, the two toppling to the floor of the control room.

"Yes!" Spike cheered from the controls, the TARDIS suddenly veering to one side as he momentarily forgot to keep it straight.

The Doctor kicked the TARDIS doors shut with his hind legs and hurried to take the controls from Spike. "Don't celebrate just yet, Mister Spike, we still aren't in the clear!" he said, starting to flip controls himself while Spike willingly surrendered control of the craft back to its owner. "Those Dimenost are probably going to be _real_ ticked now!"

As if to drive the point home, the TARDIS suddenly shuddered as something struck its exterior. It was soon followed by more impacts as the Dimenost attacked the fleeing box.

Rainbow quickly jumped to her hooves and ran for the control panel. "Then let's get out of here!" she urged.

"Not yet!" the Doctor said, twisting a knob that made the TARDIS tilt into a long, banking turn. "We still have one last thing to do."

Piloting the TARDIS towards the tear it had entered the Fringe through, the Doctor gunned for it, the black swarm of Dimenost flanking it from all sides. The creatures clawed at it with their claws, struck it with their lightning, even bodily slammed themselves into it. Anything to try and stop the craft from reaching its target, like they knew what was coming.

But it didn't stop the Doctor in the slightest as he locked the TARDIS on its path to the gaping tear in the fabric of space, before moving to a different section of the control panel to work.

"You know, my TARDIS can do a great many things," the Doctor explained to his two anxiously watching companions as he worked. "It can even be an over-glorified sonic device if I need it to." He grinned as he threw one final switch. "A whopping sonic TARDIS!"

With the throw of that switch, the TARDIS let out a loud buzzing noise, a mix between its whirring and the buzz of the sonic screwdriver, as it neared the tear. Pelting the occupants of the Fringe with the berating and irritating noise, it pushed the Dimenost away from the TARDIS, as well as those that had been "driving" their "wedge" into the tear. The wedge now abandoned, it was left to be exposed to the pulsing energy the TARDIS emitted, and quickly fractured. The moment it did, as if relieving a great strain, the tear immediately began to shrink, closing up like a giant wound healing over on fast forward.

"Hold on!" the Doctor instructed as the TARDIS started to vibrate. "This is going to be close!"

Spike and Rainbow both latched onto the nearest claw and hoofholds as the vibrating increased to a full, constant, shake, growing more violent the closer they came to the tear. Already it had shrunk considerably as the TARDIS neared its threshold, still big enough to permit it to slip through, but at the rate it was shrinking, by the time the TARDIS reached it, it would already be slightly too small. Knowing they couldn't stay here, though, the Doctor pressed on, gunning the TARDIS for the narrowing exit. It scraped roughly along the edges of the tear with an almighty jolt, but it slipped through nonetheless and back into more normal space. Several Dimenost attempted to follow the TARDIS, but already their forms had blurred together into the more shadowy ghosts of before, eventually vanishing entirely as the tear sealed itself and the Dimenost were yanked back into their realm, robbed of their only means of escaping it.

The TARDIS continued on unhindered, however, going into a calm and gradual flight as the Doctor let up on the throttle. That done, he stepped back from the control panel and looked at the dragon and pegasus accompanying him for a moment, the control room suddenly silent.

Then he grinned.

"We did it," he announced.

Spike and Rainbow responded by immediately beginning to cheer.


End file.
